Bluejay Diagnostics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 14, 2024, Bluejay Diagnostics, Inc. (the “Company”) filed an amendment to its amended and restated certificate of incorporation, which amendment increased the number of authorized shares of the Company’s common stock from 7,500,000 to 50,000,000. As further described below under Item 5.07, the amendment was approved by the Company’s stockholders earlier on May 14, 2024. A copy of the amendment is filed herewith as Exhibit 3.1 and incorporated by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 14, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 4, 2024, the record date for the Annual Meeting, there were 2,688,448 shares of the Company’s common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 1,626,045, or 60.5%, were present in person or represented by proxy, which constituted a quorum. Shareholders are entitled to one vote for each share of common stock 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 re-elected each of Donald Chase, Neil Dey, Svetlana Dey, Fred Zeidman, Gary Gemignani and Douglas Wurth to serve as directors until the 2025 Annual Meeting of Stockholders, or until their successors are duly elected and qualified. The voting results for the proposal were as follows:
| Director Name | Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Donald Chase | 660,668 | 293,274 | 672,103 | |||||||||
| Neil Dey | 660,149 | 293,793 | 672,103 | |||||||||
| Svetlana Dey | 659,763 | 294,179 | 672,103 | |||||||||
| Gary Gemignani | 420,945 | 532,997 | 672,103 | |||||||||
| Fred Zeidman | 660,084 | 293,858 | 672,103 | |||||||||
| Douglas Wurth | 660,666 | 293,276 | 672,103 | |||||||||
Proposal 2. Approval of an Amendment to the Company’s Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock - The Company’s stockholders approved and adopted an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of the Company’s common stock. The Company intends to promptly file the approved and adopted amendment to the certificate of incorporation with the Secretary of State of the State of Delaware. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 1,263,186 | 265,386 | 97,473 |
Proposal 3. Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split - The Company’s stockholders approved and adopted an amendment to the Company’s certificate of incorporation to effect a reverse stock split of all of the Company’s outstanding shares of common stock by one of several fixed ratios between 1-for-2 and 1-for-10 (the “Reverse Stock Split”), with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined in the future by the Company’s board of directors, in its sole discretion and without further action by the Company’s stockholders. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 1,253,919 | 262,251 | 109,875 |
Proposal 4. Ratification of Wolf & Company, P.C. as the Company’s Independent Registered Public Accounting Firm - 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, 2024. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 1,208,822 | 45,009 | 372,214 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bluejay Diagnostics, Inc., filed with the Delaware Secretary of State on May 14, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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/ Neil Dey | |
| Neil Dey | ||
| President and Chief Executive Officer | ||
Dated: May 16, 2024