Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
2024年10月17日 - 5:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary
Proxy Statement |
☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive
Proxy Statement |
☒ | Definitive
Additional Materials |
☐ | Soliciting
Material under §240.14a-12 |
Bluejay Diagnostics, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☐ | Fee
paid previously with preliminary materials |
☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) |
Bluejay
Diagnostics, Inc.
360 Massachusetts Avenue, Suite 203
Acton, MA 01720
(844) 327-7078
Supplement
to Proxy Statement Dated September 10, 2024
For
a Special Meeting of Stockholders
To
Be Held October 23, 2024
On October 16, 2024, the Board of Directors of
Bluejay Diagnostics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws to reduce
the quorum needed for stockholder meetings to one-third of the shares entitled to vote at a meeting of stockholders. The quorum requirement
will apply to the Special Meeting of Stockholders (the “Special Meeting”) to be held at the corporate offices at 360 Massachusetts
Avenue, Suite 203, Acton, MA 01720, on October 23, 2024 at 1:00 p.m., local time.
If you have voted by proxy already, your vote
will be counted and there is no need to take any further action. If for any reason you wish to revoke your proxy, please follow the instructions
in the Company’s Proxy Statement for the Special Meeting dated October 23, 2024 (the “Proxy Statement”), which was filed
with the Securities and Exchange Commission on September 10, 2024.
This document amends and supplements the Proxy
Statement to reflect the new quorum requirement applicable to the Special Meeting.
The paragraph under the heading “Quorum”
on page three of the Proxy Statement is hereby amended to read in full as follows:
“The presence in person or by proxy of at
least one-third of our common stock outstanding as of the Record Date will constitute a quorum and is required to transact business at
the Special Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect
to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present
at the Special Meeting. If a quorum is not present, the Special Meeting may be adjourned until a quorum is obtained.”
The record date for the Special Meeting remains September 9, 2024.
The paragraph under the heading “Procedure
for Effecting Reverse Stock Split and Exchange of Stock Certificates” on page six of the Proxy Statement is hereby amended to
read in full as follows:
“If the Reverse Stock Split is approved
by the Company’s stockholders, and if at such time the Board still believes that a reverse stock split is in the best interests
of the Company and its stockholders, the Board will determine the ratio of the Reverse Stock Split to be implemented. The Reverse Stock
Split will become effective as of the Effective Time. The Board will determine the exact timing and effectiveness of the filing of the
certificate of amendment based on its evaluation as to when the filing would be the most advantageous to the Company and its stockholders.
If the Board does not decide to implement the Reverse Stock Split within six months from the date of the Special Meeting, the authority
granted in this proposal to implement the Reverse Stock Split will terminate.”
We encourage you to read all of our proxy materials,
including our Proxy Statement, so that you may be informed about the business to come before the Special Meeting. Your participation in
our business is important, regardless of the number of shares that you hold. We urge you to vote regardless of whether you expect
to attend the Special Meeting so that we may ensure that a quorum is present.
Bluejay Diagnostics (NASDAQ:BJDX)
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