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Bluejay Diagnostics (NASDAQ: BJDX) expands stock plan and wins reverse split approval

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bluejay Diagnostics, Inc. held its 2026 annual stockholder meeting and approved several key proposals. Stockholders adopted an amendment to the 2021 Stock Plan, increasing the shares reserved for equity awards by 600,000, bringing the total plan reserve to 600,061 shares.

They also approved an amendment to the certificate of incorporation authorizing a potential reverse stock split at a ratio between 1-for-2 and 1-for-20, to be implemented at the board’s discretion no later than June 9, 2027. The board currently has no intention to implement the split and the stock was trading at $4.50 per share, in compliance with Nasdaq’s $1.00 minimum bid requirement.

All five incumbent directors were re-elected, and Wolf & Company, P.C. was ratified as independent auditor for the year ending December 31, 2026. At the record date, there were 1,034,715 shares outstanding, with 414,092 shares represented at the meeting, constituting a quorum.

Positive

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Negative

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Insights

Shareholders expanded equity plan capacity and pre-approved a flexible reverse split.

Bluejay Diagnostics’ stockholders significantly increased the 2021 Stock Plan reserve by 600,000 shares to a total of 600,061. This creates substantial room for future equity-based compensation and incentives, which can help attract talent but also introduces potential dilution versus the 1,034,715 shares outstanding as of April 28, 2026.

They also approved an amendment allowing a reverse stock split at a ratio between 1-for-2 and 1-for-20, with the exact timing and ratio left to the board, and an effective deadline of June 9, 2027. The board stated it has no present intention to use this authority and that the stock closed at $4.50 on June 9, 2026, above Nasdaq’s $1.00 minimum bid price. Actual impact will depend on whether market conditions ever prompt the board to implement a split.

Routine governance items also passed, including re-election of all directors and ratification of Wolf & Company, P.C. as auditor for the year ending December 31, 2026. Future disclosures would be needed if the company later chooses a specific reverse split ratio or makes large grants under the expanded stock plan.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stock Plan Increase 600,000 shares Additional shares reserved under 2021 Stock Plan via Amendment No. 1
Total Stock Plan Reserve 600,061 shares Shares reserved for issuance under 2021 Stock Plan after amendment
Shares Outstanding 1,034,715 shares Common stock issued and outstanding as of April 28, 2026
Shares Represented at Meeting 414,092 shares Shares present in person or by proxy constituting a quorum
Closing Stock Price $4.50 per share BJDX closing price on June 9, 2026, above Nasdaq $1.00 minimum bid
Reverse Split Range 1-for-2 to 1-for-20 Authorized ratios for potential reverse stock split in certificate amendment
Reverse Split Vote For 262,891 votes Votes in favor of reverse stock split authorization
Auditor Ratification Votes For 389,052 votes Votes supporting Wolf & Company, P.C. as 2026 auditor
reverse stock split financial
"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-2 and 1-for-20"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
quorum regulatory
"of which 414,092 were present in person or represented by proxy, which constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-votes regulatory
"Votes For ... Votes Against ... Abstentions ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
independent registered public accounting firm financial
"ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
certificate of incorporation regulatory
"approved and adopted an amendment to the Company’s certificate of incorporation to effect a reverse stock split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
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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): June 9, 2026

 

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 Capital Market

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 9, 2026, Bluejay Diagnostics, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 1 (the “Plan Amendment”) to the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “Stock Plan”). The Plan Amendment increases the number of shares of the Company’s common stock reserved for issuance under the Stock Plan by 600,000 shares (from 61 shares to 600,061 shares). The text of the Stock Plan, as amended by the Plan Amendment, is filed herewith as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 9, 2026, the Company held the Annual Meeting. As of April 28, 2026, the record date for the Annual Meeting, there were 1,034,715 shares of the Company’s common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 414,092 were present in person or represented by proxy, which constituted a quorum. Stockholders 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, Douglas Wurth and Fred Zeidman to serve as directors until the Company’s 2027 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     207,410       23,558       183,124  
Neil Dey     207,842       23,126       183,124  
Svetlana Dey     207,327       23,641       183,124  
Douglas Wurth     207,337       23,631       183,124  
Fred Zeidman     207,334       23,634       183,124  

 

Proposal 2. Approve and adopt an amendment to the Company’s amended and restated certificate of incorporation, as amended, and 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-2 and 1-for-20 (the “Reverse Stock Split”), with the final decision as to whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split (which may not be later than June 9, 2027), and the exact ratio of the Reverse Stock Split to be determined in the future by the Company’s board of directors (the “Board”), in its sole discretion and without further action by the Company’s stockholders. The Board has no present intention to implement the Reverse Stock Split during the 12-month period for which approval has been obtained. The Board sought approval of the Reverse Stock Split to give the Company flexibility in the future in the event that the Company’s common stock significantly declines in value and no longer meets Nasdaq’s minimum $1.00 minimum bid price requirement. On June 9, 2026, the closing price of the Company’s common stock was $4.50, and the Company was in compliance with all Nasdaq listing requirements.

 

The voting results for the proposal were as follows:

 

Votes For   Votes Against   Abstentions
262,891   150,322   879

 

Proposal 3. Approve and adopt an amendment to the Company’s stock plan to increase the number of shares available for issuance thereunder - The Company’s stockholders approved and adopted the Plan Amendment to increase the number of shares of common stock issuable under the Stock Plan by 600,000 (from 61 shares to 600,061 shares).

 

The voting results for the proposal were as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
135,750   94,058   1,160   183,124

 

 

Proposal 4. Ratification of Wolf & Company, P.C. as the Company’s Independent Registered Public Accounting Firm - The Company’s stockholders ratified the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

The voting results for the proposal were as follows:

 

Votes For   Votes Against   Abstentions
389,052   21,067   3,973

 

1

 

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit   Description
10.1   Bluejay Diagnostics, Inc. 2021 Stock Plan, as amended by Amendment No. 1 thereto.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document). 

 

2

 

 

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: June 9, 2026

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Bluejay Diagnostics (BJDX) shareholders approve regarding the 2021 Stock Plan?

Shareholders approved an amendment to the 2021 Stock Plan adding 600,000 shares, increasing the total shares reserved for equity awards from 61 to 600,061. This gives the company greater capacity to grant stock-based compensation and incentives in the future.

What reverse stock split authority did BJDX receive at the 2026 annual meeting?

Stockholders approved an amendment authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-20. The board may choose whether to proceed, the timing up to June 9, 2027, and the exact ratio, but currently has no intention to implement it.

Why did Bluejay Diagnostics seek reverse stock split approval if its stock is above $1.00?

The company sought flexibility in case its stock price significantly declines and risks failing Nasdaq’s $1.00 minimum bid rule. On June 9, 2026, BJDX closed at $4.50 and met all Nasdaq listing requirements, so the split is only a contingency tool.

How many Bluejay Diagnostics shares were outstanding and represented at the 2026 meeting?

As of April 28, 2026, there were 1,034,715 BJDX common shares outstanding and entitled to vote. Of these, 414,092 shares were present in person or by proxy at the annual meeting, which was sufficient to constitute a quorum for conducting business.

Were Bluejay Diagnostics’ directors re-elected at the 2026 annual meeting?

Yes. Stockholders re-elected Donald Chase, Neil Dey, Svetlana Dey, Douglas Wurth and Fred Zeidman as directors. Each will serve until the 2027 annual meeting, or until a successor is duly elected and qualified, maintaining continuity on the company’s board.

Who will serve as Bluejay Diagnostics’ independent auditor for 2026?

Stockholders ratified Wolf & Company, P.C. as Bluejay Diagnostics’ independent registered public accounting firm for the fiscal year ending December 31, 2026. This ratification supports continuity in the company’s external financial statement auditing arrangements for that fiscal period.

How did shareholders vote on BJDX’s reverse stock split proposal?

The reverse stock split authorization received 262,891 votes for, 150,322 against and 879 abstentions. This approval allows the board to implement a reverse split within a 1-for-2 to 1-for-20 range if it later decides such action is necessary.

Filing Exhibits & Attachments

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