Bluejay Diagnostics Files 8-K with Key Corporate Updates

TL;DR

Bluejay Diagnostics filed an 8-K on Nov 15, 2024, with major corporate changes and shareholder votes.

AI Summary

On November 15, 2024, Bluejay Diagnostics, Inc. filed an 8-K report detailing several key events. The company announced a material modification to the rights of its security holders, submitted matters to a vote of security holders, and reported other events. The filing also includes amendments to its articles of incorporation or bylaws and a change in its fiscal year.

Why It Matters

This 8-K filing signals significant corporate actions by Bluejay Diagnostics, potentially impacting shareholder rights and the company's governance structure.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions and potential changes to security holder rights, which could introduce uncertainty.

Key Players & Entities

• Bluejay Diagnostics, Inc. (company) — Registrant
• November 15, 2024 (date) — Date of earliest event reported
• 001-41031 (company) — SEC File Number
• 47-3552922 (company) — I.R.S. Employer Identification No.
• 360 Massachusetts Avenue, Suite 203 (location) — Business Address
• Acton, MA 01720 (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BJDX The Nasdaq Stock Mar
• $0 — and outstanding common stock, par value $0.0001, is being converted into one (1) s

Filing Documents

• ea0221348-8k_bluejay.htm (8-K) — 35KB
• ea022134801ex3-1_bluejay.htm (EX-3.1) — 8KB
• ea022134801ex99-1_bluejay.htm (EX-99.1) — 8KB
• ex99-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-099327.txt ( ) — 237KB
• bjdx-20241115.xsd (EX-101.SCH) — 3KB
• bjdx-20241115_lab.xml (EX-101.LAB) — 33KB
• bjdx-20241115_pre.xml (EX-101.PRE) — 22KB
• ea0221348-8k_bluejay_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 15, 2024 Bluejay Diagnostics, Inc. (Exact Name of Registrant as Specified in its Charter) delaware 001-41031 47-3552922 (State or Other Jurisdiction of Incorporation or Organization) (Commission File No.) (I.R.S. Employer Identification No.) 360 Massachusetts Avenue , Suite 203 Acton , MA 01720 (Address of principal executive offices and zip code) ( 844 ) 327-7078 (Registrant's telephone number, including area code) (Former name or former address, if changed from last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)). Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange on which registered Common Stock, par value $0.0001 per share BJDX The Nasdaq Stock Market LLC Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the Special Meeting of Stockholders of Bluejay Diagnostics, Inc. (the "Company") held on October 23, 2024, the stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to implement a reverse stock split of the Company's common stock, par value $0.0001 per share, with the ratio to be determined by the Board of Directors (the "Board") of the Company, at ratios of 1-for-20 or 1-for-50, respectively. Thereafter, on November 15, 2024, the Company filed a certificate of amendment to its Charter (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, to implement a 1-for-50 reverse split of its common stock (the "Reverse Stock Split"). The Reverse Stock Split became effective as of 12:01 a.m. (Eastern time) on November 18, 2024, and the Company's common stock will begin trading on The Nasdaq Capital Market on a post-split basis on November 18, 2024. As a result of the Reverse Stock Split, every fifty (50) shares of the Company's issued and outstanding common stock, par value $0.0001, is being converted into one (1) share of common stock, par value $0.0001, reducing the number of issued and outstanding shares of the Company's common stock from 27,624,740 shares to approximately 552,854 shares. The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock. No fractional shares are being issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares of the Company's common stock not evenly divisible by fifty (50) are entitled, in lieu of a fractional share, upon surrender to the exchange agent of certificate(s) representing their pre-split shares or upon conversion of their shares held in book-entry, to receive a cash payment based on the average closing price per share of the Company's common stock during the ten consecutive trading days ending on November 18, 2024, which cash payment shall not have accrued, and shall be without, interest. Continental will be issuing all of the post-split shares through their paperless Direct Registration System, also known as "book-entry form." Continental will hold the shares in an account set up for the stockholder. All book-entry or other electronic positions representing issued and outstanding shares of the Company's common stock will be automatically ad