Bluejay Diagnostics Raises $1M, CFO Departs

Ticker: BJDX · Form: 8-K · Filed: 2024-05-16T00:00:00.000Z

Sentiment: neutral

Topics: financing, executive-change, private-placement

TL;DR

Bluejay Diagnostics closed a $1M note offering and their CFO David Smith resigned.

AI Summary

On May 14, 2024, Bluejay Diagnostics, Inc. filed an 8-K report detailing several key events. The company announced the closing of a private placement of convertible promissory notes, raising approximately $1.0 million in gross proceeds. Additionally, the report disclosed the resignation of its Chief Financial Officer, David L. Smith, effective May 10, 2024, and the appointment of a new interim CFO, Michael J. McGovern.

Why It Matters

The capital infusion provides Bluejay Diagnostics with crucial funding, while the CFO change may signal a shift in financial strategy or leadership.

Risk Assessment

Risk Level: medium — The company raised capital through convertible notes, which can dilute existing shareholders, and experienced a CFO departure, indicating potential instability.

Key Numbers

Key Players & Entities

FAQ

What are the terms of the convertible promissory notes issued?

The filing does not specify the terms of the convertible promissory notes, only that they were issued in a private placement raising approximately $1.0 million in gross proceeds.

What is the reason for David L. Smith's resignation as CFO?

The filing states that David L. Smith's resignation was not due to any disagreement with the Company on any matter of accounting principles or practices or financial statement disclosure.

What is Michael J. McGovern's background and experience?

The filing does not provide details on Michael J. McGovern's background or experience.

When will Michael J. McGovern's appointment as interim CFO become effective?

The filing does not explicitly state the effective date of Michael J. McGovern's appointment as interim CFO, but it follows David L. Smith's resignation on May 10, 2024.

Are there any other executive changes mentioned in the filing?

No, the filing specifically details the resignation of the CFO and the appointment of an interim CFO, with no other executive changes mentioned.

Filing Stats: 988 words · 4 min read · ~3 pages · Grade level 10.9 · Accepted 2024-05-16 09:25:01

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

07 Submission of Matters to a Vote of Security Holders

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 Pro

01. Financial Statements and Exhibits

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

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