DEF 14A 1 ea0266444-01.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 14A INFORMATION

__________________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to § 240.14a-12

iSpecimen Inc.
(Name of Registrant as Specified in its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801

November 21, 2025

Dear Fellow Stockholders:

On behalf of the board of directors (“Board of Directors”) of iSpecimen Inc., I cordially invite you to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of iSpecimen Inc., which will be held virtually via the internet, commencing at 9:00 a.m. Eastern Time on December 31, 2025. In order to attend the meeting, you must log on to www.virtualshareholdermeeting.com/ISPC2025 and enter the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

1. To elect two (2) Class I directors each to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal;

2. To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2025;

3. To approve the iSpecimen Inc. 2025 Stock Incentive Plan; and

4. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

To all stockholders of record at the close of business on November 3, 2025, attached to this letter are a Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the Annual Meeting, whether or not you plan to attend the Annual Meeting. Please vote by phone, electronically over the Internet or via mail by returning your signed proxy card in the envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Sincerely,

/s/ Katharyn Field
Name: Katharyn Field
Title: Chief Executive Officer

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iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 31, 2025

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of iSpecimen Inc., a Delaware corporation (“we”, “us”, “our” or similar terminology), will be held on December 31, 2025, at 9:00 a.m. Eastern Time. The Annual Meeting will be held as a virtual meeting, for the following purposes:

2. To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2025;

3. To approve the iSpecimen Inc. 2025 Stock Incentive Plan; and

4. To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

These items of business for the Annual Meeting are described in the accompanying Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on November 3, 2025 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.

The Annual Meeting will be held as a virtual meeting via live webcast on the Internet on December 31, 2025, at 9:00 a.m. Eastern Time. Because the Annual Meeting is completely virtual and being conducted via the Internet, stockholders will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting, vote, and submit your questions on the day of the Annual Meeting via the Internet by visiting www.virtualshareholdermeeting.com/ISPC2025 and entering the 16-digit control number included on your proxy card. The unique control number allows us to identify you as a stockholder and will enable you to securely log on and vote during the Annual Meeting on the meeting website. Stockholders of record will not be able to ask questions online during the Annual Meeting. If you would like to submit a question prior to the Annual Meeting, please visit www.ProxyVote.com with your 16-digit control number and use the Questions for Management feature on the site.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 31, 2025. The accompanying Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), are available at proxyvote.com.

We will mail to our stockholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the accompanying Proxy Statement and our 2024 Annual Report via the Internet and how to vote online or by mail with a completed proxy card or by phone. The Notice of Internet Availability of Proxy Materials and the Proxy Statement also contain instructions on how you can receive a paper or electronic copy of the proxy materials. If you elect to receive a paper or electronic copy of our proxy materials, our 2024 Annual Report will be sent to you along with the accompanying Proxy Statement.

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about November 21, 2025.

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Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote by mailing a completed proxy card, by phone or the Internet.

By Order of the Board of Directors
/s/ Katharyn Field
Name: Katharyn Field
Title: Chief Executive Officer

Woburn, MA
November 21, 2025

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TABLE OF CONTENTS

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		1
Questions and Answers		1
PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL		6
Board Size and Structure		6
Current Directors and Terms		6
Nominees for Director		6
Information About Board Nominees		6
Vote Required		7
Board Recommendation		7
PROPOSAL NO. 2 — THE AUDITOR RATIFICATION PROPOSAL		8
Audit, Audit-Related, Tax and All Other Fees		8
Audit Committee’s Pre-Approval Policies and Procedures		8
Audit Committee Report		9
Vote Required		9
Board Recommendation		9
PROPOSAL NO. 3 — THE iSPECIMEN INC. 2025 STOCK INCENTIVE PLAN		10
Overview		10
Vote Required		10
Board Recommendation		10
PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL		11
Overview		11
Vote Required		11
Board Recommendation		11
DIRECTORS AND OFFICERS		12
Directors and Officers		12
Family Relationships		13
Composition of our Board of Directors		13
Director Independence		14
Committees of the Board of Directors		14
Board Meetings and Attendance		16
Compensation Committee Interlocks and Insider Participation		16
Code of Business Conduct and Ethics		16
Section 16(a) Filings		16
EXECUTIVE COMPENSATION		17
Summary Compensation Table		17
Employment Agreements		17
Indemnification Agreements		18
Outstanding Equity Awards at Fiscal Year-End		19
Changes in Control		19
Non-employee Director Compensation Table		19
Equity Incentive Plans		20
2013 Stock Incentive Plan		20
Amended and Restated 2021 Stock Incentive Plan		21

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		Page
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		25
Policies and Procedures for Related Party Transactions		25
Employee, Officer and Director Hedging		25
Anti-Takeover Effects of Certain Provisions of Our Certificate of Incorporation and Bylaws		25
Choice of Forum		26
Indemnification of Directors and Officers		26
Transfer Agent		27
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2026 ANNUAL MEETING		28
HOUSEHOLDING		28
2024 ANNUAL REPORT		28
Annex A — Proxy Card		A-1
Annex B — iSPECIMEN INC. 2025 STOCK INCENTIVE PLAN		B-1

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iSpecimen Inc.
8 Cabot Road, Suite 1800
Woburn, MA 01801

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 31, 2025

This proxy statement (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of iSpecimen Inc. (the “Company,” “Corporation,” “iSpecimen,” “we,” “us,” or “our”), in connection with our 2025 annual meeting of stockholders (the “Annual Meeting”). This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about November 21, 2025.

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS

On or about November 21, 2025, we will mail to our stockholders of record at the close of business on November 3, 2025 (“Record Date”) a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access proxy materials via the Internet and how to vote online. The proxy materials are available at proxyvote.com. As a result, you will not receive paper copies of the proxy materials unless you request one. All stockholders are able to access the proxy materials on the website referred to in the Notice and in this Proxy Statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in this Proxy Statement.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

You are receiving this Proxy Statement and proxy card from the Company because, at the close of business on November 3, 2025, the Record Date, you were a holder of record of shares of common stock of the Company. This Proxy Statement describes the matters that will be presented for your consideration at the Annual Meeting. It also gives you information concerning the matters to assist you in making an informed decision.

What is the purpose of the Annual Meeting?

The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement:

• Proposal No. 1: To elect two (2) Class I directors each to serve for a three-year term that expires at the 2028 Annual Meeting of Stockholders, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. This proposal is referred to as the “Director Election Proposal.”

• Proposal No. 2: To ratify the appointment of Bush & Associates CPA LLC as our independent registered public accounting firm for the year ending December 31, 2025. This proposal is referred to as the “Auditor Ratification Proposal.”

• Proposal No. 3: To approve the iSpecimen Inc. 2025 Stock Incentive Plan. This proposal is referred to as the “2025 Stock Incentive Plan Proposal.”

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• Proposal No. 4: To transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. This proposal is referred to as the “Adjournment Proposal.”

In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

What does it mean if I receive more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy via the Internet, or by signing, dating and returning the enclosed proxy card in the enclosed envelope or via email.

Who is entitled to vote at the Annual Meeting?

Holders of record of shares of our common stock as of the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 9,771,028 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder (also called a “registered holder”) holds shares in his or her name. Shares held in “street name” means that shares are held in the name of a bank, broker or other nominee on the holder’s behalf.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The proxy materials have been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of our shares entitled to vote at the Annual Meeting, present in person or represented by proxy, shall constitute a quorum. If you sign and return your paper proxy card via mail or email, or authorize a proxy to vote electronically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials.

Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

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If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will make a quorum more readily obtainable, but the broker non-vote will not otherwise affect the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote.

Under the rules of various national and regional securities exchanges interpretations that govern broker non-votes, Proposal Nos. 1 and 3 are considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present or represented at the scheduled time of the Annual Meeting, (i) the chair of the Annual Meeting (the “Chair”) or (ii) a majority in voting power of the stockholders entitled to at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented.

How do I vote my shares without attending the Annual Meeting?

We ask that stockholders vote by proxy even if they plan to attend the Annual Meeting. If you are a stockholder of record, there are three ways to vote by proxy:

• by Phone — call the toll-free number 1-800-690-6903 and follow the instructions on your proxy card and the recorded telephone instructions; or

• by Internet — Following the instructions on the Notice or the proxy card, which you may have received by mail, you can vote by Internet, prior to or at the Annual Meeting before the polls close; or

• by Mail — You can vote by mail by signing, dating and mailing the proxy card using the return envelope, which you may have received by mail.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on December 30, 2025.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions on how to vote from the bank, broker or holder of record. You must follow the instructions of such bank, broker or holder of record in order for your shares to be voted.

How can I attend and vote at the Annual Meeting?

The Annual Meeting will be conducted virtually via live webcast available at www.virtualshareholdermeeting.com/ISPC2025. You are entitled to participate in the Annual Meeting if you were a stockholder on November 3, 2025, which is the Record Date, or hold a valid proxy for the Annual Meeting.

To be admitted to the Annual Meeting via live webcast, you must enter the 16-digit control number found next to the label “Control Number” on your proxy card. If you do not have your 16-digit control number, you will be able to login as a guest but will not be able to vote your shares or ask questions during the Annual Meeting.

You may begin to log in to the meeting platform beginning at 8:45 a.m., Eastern Time, on December 31, 2025. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time, on December 31, 2025.

Will I be able to ask questions at the Annual Meeting?

We will not have a segment for stockholder questions during the Annual Meeting. Questions can only be submitted prior to the Annual Meeting until December 30, 2025 at 11:59 p.m. Eastern Time. Questions can be submitted prior to the Annual Meeting by visiting www.ProxyVote.com with your control number and using the Questions for Management feature on the site.

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To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. These rules of conduct will include the following guidelines:

• Stockholders of record will not be able to ask questions online during the Annual Meeting. You may submit questions and comments electronically through the meeting portal only prior to the Annual Meeting until December 30, 2025 at 11:59 p.m. Eastern Time.

• Only stockholders of record as of the Record Date for the Annual Meeting and their proxy holders may submit questions or comments prior to the Annual Meeting.

• Questions pertinent to the Annual Meeting and related to our business will be answered during the webcast, subject to time constraints. Any such questions that cannot be answered live due to time constraints will be posted and answered on our website, https://ispecimen.com as soon as practical after the Annual Meeting.

• Questions may be omitted if they are, among other things, irrelevant to our business, related to pending or threatened litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker’s own personal, political or business interests.

• No audio or video recordings of the Annual Meeting are permitted.

How does the Board recommend that I vote?

The Board recommends that you vote your shares of common stock FOR each director nominee in Proposal No. 1, FOR Proposal No. 2, and FOR Proposal No. 3. In addition, at their discretion, the proxies if designated as such are authorized to vote upon such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof.

How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the votes required to approve each item, and how votes are counted:

Proposal		Votes Required		Voting Options		Impact of “Withhold” or “Abstain” Votes		Broker Discretionary Voting Allowed
Proposal No. 1: The Director Election Proposal		A majority of the votes cast at the Annual Meeting by the holders of stock entitled to vote in the election of directors.		“FOR” “AGAINST” “ABSTAIN”		None(1)		No(2)

Proposal		Votes Required		Voting Options		Impact of “Withhold” or “Abstain” Votes		Broker Discretionary Voting Allowed
Proposal No. 2: The Auditor Ratification Proposal		The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.		“FOR” “AGAINST” “ABSTAIN”		None(1)		Yes(3)

Proposal		Votes Required		Voting Options		Impact of “Withhold” or “Abstain” Votes		Broker Discretionary Voting Allowed
Proposal No. 3: The 2025 Stock Incentive Plan Proposal		The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.		“FOR” “AGAINST” “ABSTAIN”		None(1)		Yes(3)

____________

(1) A vote marked as “withhold” or “abstain” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.

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(2) As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.

(3) As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

The appointed inspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by phone, Internet, or mail if you are a stockholder of record, you may change your vote and revoke your proxy by:

• sending a written statement to that effect to the attention of our Secretary at our corporate offices, provided such statement is received no later than December 30, 2025 at 11:59 p.m. Eastern Time;

• voting again by Internet at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on December 30, 2025;

• attending the Annual Meeting, virtually, and voting at the Annual Meeting on December 31, 2025;

• submitting a properly signed proxy card with a later date that is received no later than December 30, 2025 at 11:59 p.m. Eastern Time; or

• if you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee.

Your most recent proxy card or Internet proxy is the one that is counted. Your virtual attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote at the Annual Meeting.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Are there any rights of appraisal?

None of Delaware law, our Fourth Amended and Restated Certificate of Incorporation or our Third Amended and Restated Bylaws, each as currently in effect, provides for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, you will have no right to dissent and obtain payment for your shares.

Our Principal Executive Offices

Our principal executive offices are located at 8 Cabot Road, Suite 1800, Woburn, MA 01801. Our telephone number is (781) 301-6700.

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PROPOSAL NO. 1 — THE DIRECTOR ELECTION PROPOSAL

Board Size and Structure

Our Board of Directors currently consists of four (4) directors. Our Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors, which shall consist of not less than three (3) directors and not more than nine (9) directors.

Our Bylaws provide for a Board of Directors divided into three classes, designated as Class I Directors, Class II Directors and Class III Directors, with only one class of directors being elected each year and each class serving a three-year term.

The term of office of the Class I directors, consisting of Ms. Siyun Yang and Mr. Arphing (Tommy) Lee, will expire at our 2028 annual meeting of stockholders (the “2028 Annual Meeting”), or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal.

The term of office of the Class II Directors, consisting of Mr. Avtar Dhaliwal, will expire at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”).

The term of office of the Class III directors, consisting of Mr. Anthony Lau, will expire at the 2027 annual meeting of stockholders (the “2027 Annual Meeting”), unless he is re-elected at such meeting.

Current Directors and Terms

Our current directors, their respective positions and terms of office are set forth under the heading “Directors and Officers” on page 12 of this Proxy Statement.

Nominees for Class III Directors

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Ms. Siyun Yang and Mr. Arphing (Tommy) Lee, as nominees for election as Class I Directors. If elected by the stockholders at the Annual Meeting, they will each serve for a three-year term expiring at the 2028 Annual Meeting, or until the election and qualification of their respective successors in office, subject to their earlier death, resignation, or removal.

If you are a stockholder of record and you sign your proxy card or vote over the Internet or by telephone but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Ms. Siyun Yang and Mr. Arphing (Tommy) Lee as Class I Directors. We expect that the nominees will serve if elected.

However, if a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for any nominee who is designated by our Board of Directors to fill the resulting vacancy. If you own your stock through a broker, bank, or other nominee and you do not give voting instructions, then your shares will not be voted on this matter. The Board of Directors has no reason to believe that either of the nominees will be unable to serve.

Information about Board Nominees

This Proxy Statement under the heading “Directors and Officers” on page 12 includes certain biographical information as of November 21, 2025 for each nominee for director, including all positions she or he holds, her or his principal occupation and business experience, and the names of other publicly held companies of which the director or nominee currently serves as a director or has served as a director.

We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board of Directors and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the

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ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

Vote Required

The election of each of the Class I directors requires a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE CLASS I DIRECTOR NOMINEES SUBMITTED PURSUANT TO THE DIRECTOR ELECTION PROPOSAL.

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PROPOSAL NO. 2 — AUDITOR RATIFICATION PROPOSAL

Appointment of Independent Registered Public Accounting Firm

The audit committee of our Board appoints our independent registered public accounting firm. In this regard, the audit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the audit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s capabilities relative to our business; and the firm’s knowledge of our operations. Bush & Associates CPA LLC has served as our independent registered public accounting firm since March 10, 2025. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the audit committee has appointed Bush & Associates CPA LLC to serve as our independent registered public accounting firm for the year ending December 31, 2025. If our stockholders do not ratify the selection, it will be considered as notice to the Board and the audit committee to reconsider its appointment.

Representatives of Bush & Associates CPA LLC are expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

Audit, Audit-Related and All Other Fees

We engaged Bush & Associates CPA LLC (“Bush & Associates”) as our independent registered public accounting firm for fiscal 2024. The table below shows the aggregate fees billed for professional services for the audits and audit-related fees of the Company’s annual financial statements included in this Annual Report for the year ended December 31, 2024 by Bush & Associates and for the year ended December 31, 2023 by Wolf & Company, P.C. (“Wolf & Company”), our independent registered public accounting firm for fiscal years 2023 and 2022.

	2024		2023
Audit fees(1)	$	426,875	$	202,525
Audit-Related fees(2)		132,000		—
Total	$	558,875	$	202,525

____________

(1) This category includes the audit of our annual financial statements, reviews of our financial statements included in our Form 10-Qs and services that are normally provided by our independent registered public accounting firm in connection with its engagements for those fiscal periods.

(2) This category consists of assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consents regarding equity issuance.

Audit Committee’s Pre-Approval Policies and Procedures

The formal written charter for our audit committee requires that the audit committee pre-approve all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by our audit committee prior to the completion of the audit). Our audit committee may form and delegate authority to subcommittees of our audit committee consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to our full audit committee at its next scheduled meeting.

In 2023, the audit committee adopted policies and procedures for the pre-approval of audit and non-audit services performed by the independent registered public accounting firm pursuant to which the audit committee generally is required to pre-approve the audit and permissible non-audit services performed by the independent registered public accounting firm in order to ensure that the provision of such services does not impair the registered accountants’ independence.

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Audit Committee Report

A brief description of the principal functions of the audit committee is included in this Proxy Statement under the discussion of “Committees of the Board of Directors — Audit Committee.” Under the audit committee charter, the audit committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the annual, quarterly and other financial statements of the Corporation, (2) the independent registered public accounting firm’s qualifications and independence, (3) the performance of the Corporation’s independent registered public accounting firm and (4) the compliance by the Corporation with legal and regulatory requirements. It also shall review and approve all related-party transactions. There were no related-party transactions in 2024 requiring review and approval.

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024, with management of the Corporation. The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with audit committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”). The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm its independence. Based on the foregoing, the audit committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Submitted by the Audit Committee of the Board of Directors:

Mr. Anthony Lau (Chair of the Audit Committee)

Mr. Avtar S. Dhaliwal

Ms. Siyun Yang

Mr. Arphing (Tommy) Lee

Vote Required

The affirmative vote of the majority of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the Auditor Ratification Proposal. Abstentions will have no effect on the outcome of the vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.

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PROPOSAL NO. 3 — APPROVAL OF THE iSPECIMEN INC. 2025 STOCK INCENTIVE PLAN

Overview

Our Board has adopted, subject to stockholder approval, the iSpecimen Inc. 2025 Stock Incentive Plan (the “2025 Plan”). The 2025 Plan is intended to supplement the Company’s existing Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) by providing additional shares available for future equity-based awards. As of October 28, 2025, 73,084 shares of common stock remained available for issuance under the 2021 Plan, which will continue in effect in accordance with its terms.

The purpose of the 2025 Plan is to enable the Company to continue to attract, retain, and motivate employees, officers, directors, consultants, and other service providers who contribute to the Company’s success and to align their interests with those of our stockholders through the ownership of the Company’s common stock.

The 2025 Plan authorizes the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, and other stock-based awards, each as determined by the Compensation Committee of the Board (the “Committee”). If approved by our stockholders, the 2025 Plan will become effective as of December 31, 2025.

A total of 1,000,000 shares of our common stock will be reserved for issuance under the 2025 Plan, subject to adjustment in the event of stock splits, stock dividends, recapitalizations, or similar events. No automatic annual increases (evergreen feature) are included in the 2025 Plan. Shares subject to awards that expire, are canceled, or otherwise terminate without having been exercised or settled will again become available for issuance under the 2025 Plan. The 2025 Plan will be administered by the Committee, which will have full authority to interpret the plan and to determine award recipients, the number of shares subject to each award, and all other terms and conditions of awards.

The 2025 Plan will remain in effect for ten (10) years unless earlier terminated by the Board. The Board may amend, modify, or terminate the 2025 Plan at any time, subject to stockholder approval to the extent required by law or applicable Nasdaq rules.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE iSPECIMEN INC. 2025 STOCK INCENTIVE PLAN.

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PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Annual Meeting to a later date or dates, at the determination of the Board. In no event will the Board adjourn the Annual Meeting beyond the date by which it may properly do so under the Fourth Amended and Restated Certificate of Incorporation and the Delaware General Corporation Law.

Vote Required

The affirmative vote of the majority of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve the Adjournment Proposal. Abstentions will have no effect on the outcome of the vote.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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DIRECTORS AND OFFICERS

The following is a list of our directors and executive officers as of November 21, 2025, along with the specific information required by Rule 14a-3 of the Exchange Act:

Name	Age	Position
Katharyn (Katie) Field	32	Chief Executive Officer, President, Treasurer, and Secretary
Yuying Liang	34	Chief Financial Officer
Siyun Yang	27	Director
Anthony Lau	40	Director
Avtar Dhaliwal	30	Director
Arphing (Tommy) Lee	34	Director

Katharyn (Katie) Field been serving as our Chief Executive Officer, Treasurer, and Secretary since November 2025, our President since February 2025, and was previously a director from September 2024 until her appointment as President. Ms. Field has a background which includes positions spanning both the private and public sectors and brings a wealth of experience and expertise in strategy consulting and executive leadership. Ms. Field is currently the chief executive officer and Chairman of Halo Collective Inc., a cannabis company, where she has served since May 2019, an Executive Director at Akanda Corporation (Nasdaq: AKAN), a medical cannabis company, where she has served since June 2022, and a director and Vice President of Virpax Pharmaceuticals, Inc., a preclinical-stage pharmaceutical company, where she has served as director since July 2024. Previously, she served as a director of Elegance Brands from March 2021 until March 2022. She has held prominent positions at renowned organizations such as The White House in the office of the public liaison, The Brookings Institution as a manager of operations, and Bain & Company as a consultant. In 2014, Ms. Field entered the cannabis industry and played a pivotal role in the procurement, build-out, and sale of one of the original vertically integrated licensed medical marijuana treatment centers in Florida. Subsequently, she operated a strategy consulting practice focused on cannabis and served as Executive Vice President of Corporate Development at MariMed from 2018 to 2019. Ms. Field holds an MBA in Economics from Columbia Business School and a BA in Public Policy with honors from Stanford University. Ms. Field is well-qualified to serve as President of the Company due to her experience and expertise in strategy consulting and executive leadership.

Yuying Liang has been serving as our Chief Financial Officer since December 2024. Ms. Liang is the Principal and Director of Canmore Financial Services Inc. and Yuying Liang Professional Corp. with significant experience in corporate accounting, financial reporting, and CFO services. Ms. Liang has worked extensively with public and private companies across multiple sectors, providing financial leadership and strategic guidance. Ms. Liang holds a Bachelor of Business Administration from Simon Fraser University and holds the professional designation of chartered professional accountant (CPA). Ms. Liang is CFO and Director of Modern Plant Based Foods Inc., Montego Resources Inc. and Ultra Brands Ltd.; the CFO of BlockchainK2 Corp, Goldhills Holding Ltd., Intact Gold Corp., Kincora Copper Limited and Transatlantic Mining Corp.

Siyun Yang has been serving as an independent director of the Company since February 2025. She also serves on the Audit Committee and Nominating and Corporate Governance Committee of the Board. Ms. Yang is an Associate Attorney at Quill & Arrow LLP, specializing in consumer protection and product liability litigation. Previously, she served as In-House Counsel at Halo Collective Inc., overseeing regulatory compliance, corporate transactions, and litigation matters related to cannabis operations and intellectual property. Prior to that, she was a Provisional Licensed Lawyer at Di Li Law, PC, where she focused on trademark filings, oppositions, and intellectual property matters. Ms. Yang holds an LL.M. in International Comparative Law from UCLA School of Law and an LL.B. in International Economic Law from East China University of Political Science and Law. Her expertise in litigation, corporate governance, and data analytics enhances the Board’s oversight capabilities.

Anthony Lau has been serving as a director of the Company since June 2025. He also serves on the Audit Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Lau currently serves as Director, Chief Executive Officer, and Chief Financial Officer of Remington Resources, Inc., a Canadian resource company, a position he has held since 2021. He brings to the Board significant leadership and financial management experience, having overseen corporate strategy, operations, and capital markets activities in his executive role. Mr. Lau received

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his undergraduate degree from the British Columbia Institute of Technology. Mr. Lau is well-qualified to serve on the Board due to his extensive experience as a senior executive and director of a public company, with expertise in corporate governance, finance, and executive management.

Avtar Dhaliwal has been serving as our director since September 2024. Mr. Dhaliwal has served as a director and a member of the compensation committee of the board of Halo Collective Inc. since March 2022, which is a cannabis extraction company that develops and manufactures quality cannabis oils and concentrates, and he has been a member of its audit committee of the board in August 2024. Since August 2024, Mr. Dhaliwal has been a director of Advent Technologies Holdings Inc., a US corporation that develops, manufactures, and assembles complete fuel cell systems as well as supplying customers with critical components for fuel cells in the renewable energy sector. Since December 2021, Mr. Dhaliwal has been the Chief Executive Officer of Modern Plant Based Foods, a Canadian food company that offers a portfolio of plant-based products. Previously, Mr. Dhaliwal worked in operations and logistics with Modern Plant Based Foods Inc. beginning in October 2019, and has also been the Chief Executive Officer of Pontus Protein Ltd., an agricultural food and technology company focused on creating and acquiring the best technology, since March 2022. From January 2024 until May 2024, Mr. Dhaliwal was the Chief Executive Officer and a director of Trilogy AI, a company committed to transforming the beauty industry through its artificial intelligence technology. Mr. Dhaliwal holds a Bachelor of Science in Biology from the University of British Columbia Okanagan. Mr. Dhaliwal is well-qualified to serve on the Board due to his management experience across multiple industries.

Arphing (Tommy) Lee has been serving as our director since November 2025. Mr. Lee is a management consultant and professional engineer with extensive experience leading large-scale, multidisciplinary transformation initiatives across the technology, energy, and resources sectors. Since March 2025, Mr. Lee serves as Project Manager/Senior Technical Consultant — Management Operating Systems of Fuse Advisors, a Canadian boutique engineering consulting company, where he designs and implements integrated systems that define how large organizations plan, execute, and continuously improve their work. Mr. Lee has served as an advisor on the UBC Mining Industry Advisory Council (IAC) for the Norman B. Keevil Institute of Mining Engineering since May 2023. Previously, he served at Accenture, a leading global professional services company, as Mining & Natural Resources Manager from May 2024 to March 2025 and as Mining & Natural Resources Consultant from August 2022 to May 2024; AMC Consultants, a global mining consultancy firm, as Senior Mining Engineer from September 2021 to August 2022; ABH Engineering, a mining engineering company offering geology, mining, and processing services, as Senior Mining Engineer from March 2021 to September 2021; Baffinland Iron Mines, a Canadian mining company, as Short Range & Mid-Range Mine Planner from November 2018 to September 2021; and at organizations such as Imperial Oil and Barrick Gold in mining engineering roles. Mr. Lee holds a Bachelor of Applied Science, Mining and Mineral Processing Engineering from the University of British Columbia and holds the designation of registered professional engineer (P.Eng). Mr. Lee is well-qualified to serve on the Board due to his extensive engineering experience and background in corporate strategy, operational excellence, and the design and implementation of management systems that enable organizations to operate with precision and efficiency.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Composition of our Board of Directors

Our Board currently consists of four (4) directors. Our certificate of incorporation, as amended, and bylaws, as amended, provide that our Board can consist of any number of directors as voted on and approved by the Board. Our Board is divided into three classes, designated as Class I, Class II and Class III directors, with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class I directors, consisting of Ms. Yang and Mr. Lee will expire at our 2025 annual meeting of stockholders. The term of office of the Class II directors, consisting of Mr. Dhaliwal, will expire at our 2026 annual meeting of stockholders. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

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Director Independence

As our common stock is listed on the Nasdaq Capital Market, our determination of the independence of directors is made using the definition of “independent director” contained in Nasdaq Listing Rule 5605(a)(2). Our Board has affirmatively determined that each of Mr. Lau, Mr. Dhaliwal, Ms. Yang and Mr. Lee are “independent directors,” as that term is defined in the Nasdaq rules. Under the Nasdaq rules, our Board must be composed of a majority of “independent directors.” Additionally, subject to certain limited exceptions, our Board’s audit, compensation, and nominating and corporate governance committees also must be composed of all independent directors.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his capacity as a member of our audit committee, our Board, or any other committee of our Board: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Committees of Our Board of Directors

Our Board directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board and standing committees. We have a standing audit committee, compensation committee, and nominating and corporate governance committee. In addition, from time to time, special committees may be established under the direction of the Board when necessary to address specific issues.

Audit Committee

We have established an audit committee of the Board. Mr. Lau, Mr. Dhaliwal, Ms. Yang and Mr. Lee serve as members of our audit committee, and Mr. Lau chairs the audit committee. Each member of the audit committee is financially literate, and our Board has determined that Mr. Lau qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter that is available to stockholders on the Company’s website, which details the principal functions of the audit committee, including:

• reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;

• discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

• discussing with management major risk assessment and risk management policies;

• monitoring the independence of the independent auditor;

• verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

• reviewing and approving all related-party transactions;

• inquiring and discussing with management our compliance with applicable laws and regulations;

• pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

• appointing or replacing the independent auditor;

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• determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

• approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The Board reviews the Nasdaq listing standards definition of independence for audit committee members on an annual basis and has determined that all current members of our audit committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards).

Compensation Committee

We have established a compensation committee of the Board. Mr. Lau, Ms. Yang and Mr. Dhaliwal serve as members of our compensation committee. Ms. Yang chairs the compensation committee.

We have adopted a compensation committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

• reviewing and approving the compensation of all our other executive officers;

• reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• if required, producing a report on executive compensation to be included in our annual proxy statement; and

• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

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Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the Board. Mr. Dhaliwal, Mr. Lau, Ms. Yang and Mr. Lee serve as members of our nominating and corporate governance committee. Mr. Dhaliwal chairs the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter that is available to stockholders on the Company’s website at https://investors.ispecimen.com/governance-documents, which details the principal functions of the nominating and corporate governance committee, and which provides that persons to be nominated to serve as directors:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating and corporate governance committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

Board Meetings and Attendance

During its fiscal year ended December 31, 2024, the Board met from time to time informally and acted by written consent on numerous occasions.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the Board’s compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our Board or compensation committee.

Section 16 Filings

Section 16(a) of the Exchange Act (“Section 16(a)”) requires our directors and executive officers and persons who own more than ten percent (10%) of our common stock (“Section 16 Insiders”) to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.

To our knowledge based solely on a review of the copies of such reports furnished to us and the Section 16 Insiders’ representations to us, for the year ended December 31, 2024, our Section 16 Insiders complied with their respective filing requirements under Section 16(a) on a timely basis.

Code of Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics has been posted on our website, www.ispecimen.com. In addition, we post on our website all disclosures that are required by law or the Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.

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EXECUTIVE COMPENSATION

The following discussion of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

The discussion below includes a review of our compensation decisions with respect to fiscal years 2024 and 2023 for our “named executive officers,” or NEOs, namely our principal executive officer, our two other most highly compensated executive officers and two additional persons for whom disclosure would have been provided but for the fact that they were not serving as our executive officers as of December 31, 2023.

In 2024 and 2023, we compensated our NEOs through base salary, as described below. Our officers are also eligible for the standard benefits programs we offer all employees.

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers for fiscal years 2024 and 2023.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)(1)		All other compensation ($)		Total ($)
Robert Bradley Lim(2)	2024	$	—	$	—	$	—	$	—	$	—	$	—
Chief Executive Officer, Treasurer, Secretary and Director	2023	$	—	$	—	$	—	$	—	$	—	$	—
Yuying Liang(4)	2024	$	—	$	—	$	—	$	—	$	—	$	—
Chief Financial Officer	2023	$	—	$	—	$	—	$	—	$	—	$	—
Tracy Curley(1)	2024	$	329,314	$	—	$	—	$	—	$	—	$	329,314
Former Chief Executive Officer, Chief Financial Officer, Treasurer and Director	2023	$	350,000	$	87,500	$	—	$	—	$	—	$	437,500
Benjamin Bielak(3)	2024	$	191,954	$	215,000	$	—	$	—	$	—	$	406,594
Former Chief Information Officer	2023	$	326,000	$	65,200	$	—	$	—	$	—	$	391,200

____________

(1) Tracy Curley served as our Chief Financial Officer since August 2020, Treasurer since July 2021 and director since May 2023 until her departure. She became the Interim Chief Executive Officer on September 21, 2022 and was appointed as the Company’s full-time Chief Executive Officer on January 9, 2023. Tracy Curley’s departure from the Company was effective as of November 8, 2024.

(2) Robert Lim was appointed as Chief Executive Officer on December 12, 2024 and resigned on November 7, 2025.

(3) Benjamin Bielak resigned as Chief Information Officer effective July 15, 2024.

(4) Yuying Liang was appointed as Chief Financial Officer on December 13, 2024.

Employment Agreements

We have entered into independent consulting agreements with each of our Chief Executive Officer and Chief Financial Officer.

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Katharyn Field

We entered into an employment agreement with Ms. Field, effective as of February 28, 2025, appointing her as President of the Company. The agreement provides for an annual base salary of $240,000, payable in accordance with the Company’s standard payroll schedule. Ms. Field is also eligible to participate in the Company’s Stock Incentive Plan and receive standard fringe benefits available to full-time employees. Under the terms of the agreement, Ms. Field’s employment is at-will and may be terminated by either party with thirty (30) days’ notice.

On November 7, 2025, by written consent, the Board of Directors appointed Ms. Field to the additional roles of Chief Executive Officer, Treasurer, and Secretary of the Company. There were no changes to Ms. Field’s compensation or other terms of employment in connection with this appointment.

Yuying Liang

We entered into an engagement agreement with Ms. Liang, effective as of December 13, 2024, appointing her as Chief Financial Officer, which, by its terms, will remain in effect from year to year unless amended in writing by both parties or terminated by 60 days written notice from either party.

If there should be a Change of Control, Ms. Liang may terminate its obligations under this engagement within 90 days following the Change of Control by giving 30 days-notice in writing to the Company.

For the purposes of this engagement, a “Change of Control” shall be deemed to have occurred when: a person becomes a “control person” (as defined in the Securities Act); a majority of the directors are not individuals nominated by the Company’s then incumbent Board of Directors; or any person or group of persons acquires the ability, directly or indirectly to direct the management and policies of the Company through: the legal or beneficial ownership of voting securities; the right to appoint managers, directors or corporate management; contract; operating agreement; voting trust.

Under the terms of this agreement, Ms. Liang is paid an approximate annual base salary of $300,000, which is to be paid on a monthly basis of $25,000 plus applicable taxes. Should any circumstances cause fees to exceed the proposed amount Ms. Liang will inform the Company in advance to obtain the approval of such additional fees. If such approval is not obtained, the Company will not be billed outside the proposed amount.

Separation Agreements

Tracy Curley

On November 8, 2024, the Company and Tracy Curley mutually agreed to end her employment. The parties dispute whether she resigned or was terminated. Additionally, on the same date, Curley resigned from the Board due to differences regarding the Company’s future direction. The Company has since taken steps to ensure a smooth leadership transition.

Indemnification Agreements

We have entered into indemnification agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. We maintain a directors’ and officers’ liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding all outstanding stock options and restricted stock held by each of our named executive officers as of December 31, 2024:

Name	Option Awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)		Option expiration date	Number of shares of units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)
Tracy Curley	2,942	—	$	32.20	October 31, 2032	—	$	—
John Brooks	500	—	$	28.20	January 2, 2033	—	$	—
John Brooks	500	—	$	10.50	January 2, 2034	—		—
John Brooks	677	—	$	160.00	July 29, 2031	—		—
Avtar Dhaliwal	168	—	$	5.12	September 24, 2034	—		—
Kathryn Field	168	—	$	5.12	September 24, 2034	—		—
Richard Paolone	168	—	$	5.12	September 24, 2034	—		—

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

Non-Employee Director Compensation

The following table sets forth information regarding the total compensation paid to our current non-employee directors during 2024 for their service on our Board. Our directors who are employed by us do not receive any additional compensation for serving on our Board.

Name and Principal Position	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)(10)		Non-equity incentive plan compensation ($)	Non qualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Andrew L. Ross(1)
Former Director	$	14,556	$	—	$	1,300	—	—	—	$	15,856
Steven Gullans(2)
Former Director	$	25,679	$	—	$	—	—	—	—	$	25,679
John L. Brooks III(3)
Director	$	31,250	$	—	$	1,300	—	—	—	$	32,550
Theresa Mock(4)
Former Director	$	25,679	$	—	$	—	—	—	—	$	25,679
Elizabeth Graham(5)
Former Director	$	14,164	$	—	$	—	—	—	—	$	14,164
Katharyn Field(6)
Former Director	$	9,226	$	—	$	104	—	—	—	$	9,330
Avtar Dhaliwal(7)
Director

SEC Form DEF 14A filed by iSpecimen Inc.