Current Report Filing (8-k)
June 20 2023 - 10:24AM
Edgar (US Regulatory)
0001704287
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0001704287
2023-06-14
2023-06-14
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xbrli:shares
iso4217:USD
xbrli:shares
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
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