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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 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
Incorporation or Organization)
  (Commission File No.)   (I.R.S. Employer
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)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

 

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:

 

 

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
Withheld
   Broker
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 to the 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. as Independent 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