Special Meeting of Stockholders - LEVI STRAUSS & CO
Good day, everyone, and welcome to the iSpecimen, Inc. special meeting. Now, I'll turn the call over to your host, Shaheen Behrouyan. Please go ahead, Shaheed. Perfect pronunciation. Thank you very much. Good morning, everyone. It is 10 a.m. Eastern Time, and I'm pleased to call to order the 2026 special meeting of stockholders of iSpecinem, Inc., a Delaware corporation. My name is Shaheen Behruyan. 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 the Broad Ridges virtual meeting platform. Holders of the record of our common stock as of close of business on August 12, 2026, the record date. the and are entitled to notice uh of and to vote in this meeting each share of the common stock is entitled to one vote and each matter is presented today joining me today are members of these ice specimen board of directors and management team also with us is benjamin scott sclar sclar did i pronounce that right uh who will act as a secretary of the meeting and to and record today's proceedings kevin chow of the rodriguez has been appointed inspector of the election and today's meeting and then will tribute the votes and insert and certify the results the rules of the conduct of this meeting are based are posted on the meeting website it is an interest of the orderly and the efficient and and efficient meeting. There will be not a live question segment today. It is a 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 14th, 2026, a notice of the internet availability from proxy materials, the notice of proxy materials and the notice of special meaning 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 12th, 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 amendment and restated bylaws, the holders of 34% of the voting power of the shares entitled to vote are presented in person and represented by proxy constituent quorum. The absentation of the broker and 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 a proxy and therefore declare that a quorum is present and this meeting will be held will be this meeting will be duly covered and ready to transact for business. We will now proceed with the formal business of the meeting. The purpose of the special meeting is considered and vote upon five proposals described in the proxy statement. which have been 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. Though, 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 and non-votes. Proposal 1, 3, and 4 are non-routine matters, so brokers may not vote uninstructed shares on them. Proposal two, the reverse stock split proposal, and proposal five, the adjournment proposal are generally considered routine matters in which brokers may vote on unstructured shares, on uninstructed shares. The first item in the business of proposal one to approve or for the purpose of complying with NASDAQ listing rules 5635D, the issuance of the shares in the common stock underlaying the pre-funded warrants and additional shares issued under the most forward nation anti-dilution and price adjustment provisions of the securities purchase adjustment dated May 18, 2026. which may result in an issuance of more than 19.9% of the company's outstanding common stock immediately prior to this transaction at a price that may be below minimum price as defaulted by the NASDAQ rules. Approval of this proposal requires the affirmative vote of the majority of the share present in person or represented by a proxy in a meeting and entitled to vote on this matter. The board directors unanimously recommend a vote for this proposal. The polls are now open for the voting. Proposal number one, 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 one have been received according accordingly i will declare the polls closed on the proposal number one the second item on the business of proposal number two to approve the amendment of the fifth amendment amended and restated the certificate of incorporation in an effective reverse of stock split of outstanding shares of the common stock par value 0.0001 per share at a ratio ranging from 1 for 10 to 1 for 100, 1 to 1, 100, with the exact ratio to be set within the range 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 recommend a vote for the proposal the polls are now open for voting proposal number two stockholders who have already submitted a proxy do not need to vote again unless they have the wish to change their vote the polls on proposal number two will remain open as i will describe the end of today's meeting the meeting will be adjourned with respect to proposal number 2 and only this to give the stockholders additional time to vote on the proposal the third item of the business is proposal number three to approve for the purpose of an attack listing rule it's five six three five d this the issuance of shares of common stock upon a conversation uh conversion of its uh 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 an interest fee, warrants, resets, most forward nation rights, and anti-dilution adjustments. approval for the for this proposal requires the uh the affirmative vote from the majority of the share present in the person or represented by proxy in the meeting and entitled to a vote on the matter the absentation will not will have the same effect as a vote against and the broken non-votes will know 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 three. 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 three have been received. Accordingly, I declare the polls closed on proposal number three. Sorry, guys, one sec. Proposal number three, approval proposal requires the inspector of the election is advised on the fourth and business proposal number four approval asset acquisition including insurance of common shares in partial consideration pursuant to the asset purchase agreement dated september 4th 2026 between the company uh fold lab and ai ltd as described the proxy the proxy statement the closing of the asset acquisition is is conditioned upon receipt of stockholder approval approval of this proposal requires the affirmative vote of the majority of the shares present in person or represent by proxy in the meeting entitled to a vote on the matter an absentation will have the same effect as a vote against and a broker and non-votes will have no effect the board of directors unanimously recommend a vote for this proposal the polls are now closed for voting on proposal number four stockholders who have already submitted proxy to a proxy do not need to vote unless they wish to change their vote the inspector of the election has advised me in all votes for number four have been received accordingly i declare the polls closed proposal number four the fifth item of business for proposal number five to to approve the adjournment of the special meeting if necessary or appropriate so solicit additional proxy if they are not sufficient votes at the time of the special meeting to uh to approve proposal numbers one two three or four we intend to use the authority to adjourn the meetings with respective proposal number two approval approval of this proposal requires the affirmative vote of the majority of the shares present in person or represented by proxy in a meeting entitled to vote on their matter the abstentation will have the same effect as a vote against the board of directors unanimously recommends and recommends a vote for the proposal the polls are now open for voting on proposal number five stockholders who have already submitted the proxy do not need to vote unless they wish to change their vote the inspector general of election has advised that all votes on proposal number five have been received accordingly i declare the polls on proposal number five posed on proposal five the final item listed in the notice of meeting is to transact such other business as may properly come before the special meeting or any continuation postponement or adjournment of therefore no other matters have been uh properly submitted uh for consideration and no additional business will be presented in today's meeting i understand this inspector inspector of the election has completed the preliminary tabulation of the votes the inspector would you be present for for the primary preliminary results based on the preliminary tabulation proposal numbers one three four and five of each received a requisite vote of stockholders under the voting standard applicable to that proposal as described in the proxy statement voting proposal number two remains open no other business was properly brought before the meeting thank you the final uh certified report of the inspector of the of the election will be filed with the minutes of this meeting and the final voting results of proposal numbers one three and four and five will be will uh be disclosed in the current report of uh form 8k to be filed with the secures and exchange commission within four business days pursuant to the approval of proposal number five and my authority as chair i hereby declare 2026 a special meeting of stockholders of size specimen in corporate inc uh and adjourned and with uh respect to proposal number two only the polls of the pro of the proposal number two uh remain are remaining open until friday october 30th 2016 at 10 a.m eastern time to be held virtually to virtually the record date of the august 12th 2020 states will continue to apply and the proxy is already submitted on the proposal number to remain valid unless revoked there There being no further business to come before today's meeting, the meeting is otherwise concluded. Any pertinent questions submitted in advance that we were unable to answer or address will be posted and answered on our website, ispecimen.com. as soon as practical. On behalf of the Board of Directors and the management team, thank you for the participation and continued support of iSpecimen. Thank you, guys. That concludes our meeting today. You may now disconnect. Thank you very much.
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- LEVI STRAUSS & CO
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