UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 21, 2024, the Company held a Special Meeting of Stockholders (the “Special Meeting”). As of June 24, 2024, the record date for the Special Meeting, there were 563,960 shares of the Company’s common stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting, of which 300,978, or 53.4%, were present in person or represented by proxy, which constituted a quorum. Shareholders were entitled to one vote for each share of common stock held. There were 141,991 broker non-voted shares with respect to Proposals 2 and 3. Proposal 4, the proposal to approve one or more adjournments to the meeting, if necessary or appropriate, was not voted or acted on at the Special Meeting.
Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting:
Proposal 1. Approval and adoption of an amendment to the Company’s amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of the Company’s common stock - The Company’s stockholders approved and adopted an amendment to the Company’s amended and restated certificate of incorporation, as amended, 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 | ||
| 223,019 | 32,958 | 45,001 |
Proposal 2. Approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of the Class C warrants to purchase shares of the Company’s common stock in connection with an offering and sale of securities of the Company that was consummated on June 28, 2024 - The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of the Class C warrants to purchase shares of the Company’s common stock in connection with an offering and sale of securities of the Company that was consummated on June 28, 2024. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 144,962 | 5,412 | 8,613 |
Proposal 3. Approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of the Class D warrants to purchase shares of the Company’s common stock in connection with an offering and sale of securities of the Company that was consummated on June 28, 2024 - The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of the Class D warrants to purchase shares of the Company’s common stock in connection with an offering and sale of securities of the Company that was consummated on June 28, 2024. The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 144,881 | 5,475 | 8,631 |
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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: August 21, 2024
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