8-K

Bluejay Diagnostics, Inc. (BJDX)

8-K 2023-06-20 For: 2023-06-14
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT


PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):June 14, 2023

Bluejay Diagnostics, Inc.

(Exact Name of Registrant as Specified in its Charter)

delaware 001-41031 47-3552922
(State or Other Jurisdiction of<br><br>Incorporation or Organization) (Commission File No.) (I.R.S. Employer<br><br>Identification No.)

360 Massachusetts Avenue, Suite 203

Acton, MA 01720

(Address of principal executive offices and zip code)


(844) 327-7078

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

****<br><br> <br>Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.0001 per share BJDX The Nasdaq Stock Market LLC




Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 14, 2023, Bluejay Diagnostics, Inc. (“Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of May 10, 2023, the record date for the Annual Meeting, there were 20,459,057 shares of common stock (the “Shares”) issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 13,754,302, or 67.2%, were present in person or represented by proxy, which constituted a quorum. Shareholders are entitled to one vote for each Share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.

Proposal 1. Election of Directors - The Company’s stockholders elected Douglas Wurth, Neil Dey, Svetlana Dey, Donald Chase, Fred Zeidman and Gary Gemignani to serve until the 2024 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.

Director Name Votes For Votes<br> Withheld Broker<br> Non-Votes
Douglas Wurth 10,698,099 265,315 2,790,888
Neil Dey 10,684,871 278,543 2,790,888
Svetlana Dey 10,667,105 296,309 2,790,888
Donald Chase 10,702,519 260,895 2,790,888
Fred Zeidman 10,675,282 288,132 2,790,888
Gary Gemignani 10,654,976 308,438 2,790,888

Proposal 2. Approval of an Amendment tothe Company’s Certificate of Incorporation to Effect a Reverse Stock Split - The Company’s stockholders approved the adoption of an Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and adjust the number of shares authorized by the following vote:

Votes For Votes Against Abstain
12,785,699 714,272 254,331

Proposal 3. Ratify Wolf & Company, P.C. asIndependent Registered Public Accountant - The Company’s stockholders ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the following vote:

Votes For Votes Against Abstain
13,375,897 88,034 290,371

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Bluejay Diagnostics Inc.
By: /s/ Kenneth Fisher
Kenneth Fisher
Chief Financial Officer

Dated: June 20, 2022