Current Report Filing (8-k)

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): March 30, 2022

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))

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

As previously reported on the Form 8-K filed March 28, 2022, on March 23, 2022, Bluejay Diagnostics, Inc. (the “Company”) accepted the resignation of Mr. Gordon Kinder from his position as Chief Financial Officer effective immediately. On March 30, 2022, the Company and Mr. Kinder entered into a separation and release agreement pursuant to which Mr. Kinder received: (i) his wages and other compensation in full through the date of resignation; and (ii) a payment of $125,000, which is equal to six months of Mr. Kinder’s base salary and $22,465.75, which is equal to 40% of Mr. Kinder’s base salary earned through the resignation date. In addition, the Company agreed to accelerate the vesting of Mr. Kinder’s option grants and agreed to eliminate the 90-day limitation on the exercise of such options, such that the grants shall be exercisable for their full ten-year term.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description of Exhibit

10.1		Separation Agreement between Bluejay Diagnostics, Inc. and Gordon Kinder
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.