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 October 23, 2024, the Company held a Special Meeting of Stockholders (the “Special Meeting”). As of September 9, 2024, the record date for the Special Meeting, there were 25,182,946 shares of the Company’s common stock issued and outstanding and entitled to vote on the proposal presented at the Special Meeting, of which 6,958,210, or 42.0%, 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. Proposal 2, 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 the proposal 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 effect a reverse stock split of the Company’s common stock - 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-20 and 1-for-50 (the “Reverse Stock Split”). The voting results for the proposal were as follows:
| Votes For | Votes Against | Abstain | ||
| 5,358,166 | 1,487,443 | 112,601 |
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 is to be determined in the sole discretion of the Board and without further action by the Company’s stockholders. The Board is considering whether to proceed with implementation of the reverse stock split, including the timing and ratio thereof.
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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: October 24, 2024
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