Bluejay Diagnostics Inc

This management proposal asks shareholders to authorize the Board to amend the Company’s certificate of incorporation to permit and implement a reverse stock split at a ratio selected by the Board from a fixed range (1-for-2 up to 1-for-20) and to implement that reverse split within one year if the Board elects to do so. Management seeks this authority primarily to provide flexibility to increase the per-share trading price of the Company’s common stock to help maintain compliance with Nasdaq’s $1.00 minimum bid price requirement and thereby avoid the significant adverse consequences of delisting. The Board has structured the proposal to seek approval of a range of fixed ratios rather than a single ratio to preserve discretion to select the ratio best suited to market conditions and the Company’s capital structure at the time of filing. The reverse split is intended to be effected uniformly across all outstanding shares, will not change par value or authorized shares, and will be applied to equity awards and options with equitable adjustments to preserve aggregate economic value. Fractional shares will not be issued; instead, the Company will pay cash for fractional interests, and the Board may effect rounding or other adjustments in respect of equity awards. Key risks identified include reduced liquidity from fewer shares outstanding, potential negative market perception, the Company’s continued availability of a large pool of authorized but unissued preferred stock that could be used for dilutive purposes, and the possibility that the per-share market capitalization may not increase proportionately following the split. The Board reserves the right to abandon the Reverse Stock Split even if approved by shareholders if it later determines the split would not be in shareholders’ best interests. The Board recommends a FOR vote, asserting that the range-based approval gives it the necessary flexibility to respond to market conditions and protect listing status, while limiting the implementation period to one year.

This management proposal requests shareholder approval to amend the 2021 Stock Plan to increase the share reserve by 600,000 shares (from 61 to 600,061 shares) to provide equity necessary for future grants to employees, non-employee directors and consultants. Management and the Compensation Committee argue the increase is needed to attract, retain and incentivize talent and to align executive and employee interests with long-term shareholder value, while existing plan terms impose annual limits on individual awards and a $300,000 aggregate limit on non-employee director compensation. The amendment does not change plan governance, which remains administered by the Compensation Committee with discretion over award terms and contains anti-repricing protections that prohibit lowering option exercise prices without shareholder approval (except for equitable adjustments). From a shareholder perspective, the size of the requested increase is material relative to the current outstanding share count and could be dilutive if awards are granted, potentially reducing existing holders’ ownership percentages and earnings per share; the filing discloses no specific grant schedule or recipients tied to the new reserve. The plan contains standard change-in-control and tax provisions, and the Committee retains authority to adjust awards in corporate transactions to preserve intended economic benefits. The Board frames the request as routine compensation plan housekeeping tied to recruiting and retention needs; however, shareholders should weigh the potential dilution against the benefits of incentivizing management and staff, and consider governance safeguards such as the repricing prohibition and annual award limits. The Company discloses that no awards contingent on this approval have been granted and that the ultimate number and timing of awards from the additional reserve will be determined by the Compensation Committee. The Board recommends a FOR vote, emphasizing that the additional authorized shares are necessary to maintain a functioning equity incentive program.

This agenda item authorizes consideration of any other matters properly presented at the meeting and is customary boilerplate to permit action on unexpected or procedural matters; no specific additional matters are known at the time the proxy statement was printed. For shares held in street name, brokers may vote in their discretion on routine matters; otherwise proxies will be voted by the named proxies in their discretion on unforeseen topics. From a governance perspective, this item can capture ministerial actions but also could include substantive proposals if properly brought and considered, subject to notice and procedural rules; shareholders interested in proposing business should follow the company’s bylaw deadlines and SEC rules. Because no specific matters are disclosed, the practical implication is limited: stockholders should be aware that the Board’s proxies have discretion to vote on any properly presented items, and contested or material proposals likely would be disclosed in advance or require additional solicitation. Votes on such matters will be resolved by the standard voting thresholds and quorum rules described in the proxy statement.