$BJDX·8-K

Bluejay Diagnostics, Inc. · Jun 9, 5:26 PM ET

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Bluejay Diagnostics, Inc. 8-K

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Bluejay Diagnostics: Annual Meeting Approves Reverse Split Authorization

What Happened
Bluejay Diagnostics, Inc. (BJDX) filed an 8-K reporting results of its June 9, 2026 annual meeting. Stockholders approved an amendment to the certificate of incorporation to permit a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-20 (final ratio and timing left to the board, not later than June 9, 2027). Stockholders also approved Amendment No. 1 to the 2021 Stock Plan, increasing shares available under the plan by 600,000 (from 61 shares to 600,061 shares). Directors Donald Chase, Neil Dey, Svetlana Dey, Douglas Wurth and Fred Zeidman were re-elected, and Wolf & Company, P.C. was ratified as the independent auditor.

Key Details

  • Record date was April 28, 2026: 1,034,715 shares outstanding; 414,092 shares present or by proxy (quorum).
  • Reverse split vote: 262,891 for, 150,322 against, 879 abstentions. Board stated no present intention to implement a split during the 12-month approval period. Closing price on June 9, 2026 was $4.50 and the company was in compliance with Nasdaq listing rules.
  • Stock plan amendment vote: 135,750 for, 94,058 against, 1,160 abstentions; increases issuable shares by 600,000 (to 600,061 total). Broker non-votes on this item: 183,124.
  • Director re-elections (sample tallies): Donald Chase 207,410 for / 23,558 withheld (similar totals for the other four directors). Auditor ratification vote: 389,052 for / 21,067 against / 3,973 abstentions.

Why It Matters

  • The reverse split authorization gives the board a tool to raise the per-share price if needed to maintain compliance with Nasdaq’s $1.00 minimum bid requirement; however, no immediate split is planned.
  • Increasing the stock plan by 600,000 shares creates capacity for future equity awards (which can dilute existing holders if and when granted).
  • Director re-elections preserve board continuity; ratifying the auditor confirms the firm that will handle the company’s 2026 audit.
    Investors should watch for any board decision to implement the reverse split, future equity grants under the expanded plan, and routine SEC filings for further details.

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