Bluejay Diagnostics, Inc.

Settlement and Release Agreement with Nanohybrids

On May 8, 2025, the Company entered into a settlement and release agreement (the “Settlement Agreement”) with Nanohybrids that terminated the respective parties’ obligations under the Sharing and Services Agreement, and memorialized that prior discussions between the parties regarding a potential sale of Nanohybrids to the Company (the “Strategic Transaction Discussions”) were terminated. Under the terms of the Settlement Agreement, the Company agreed to make payment of $50,000 to Nanohybrids and reimburse Nanohybrids for up to $30,000 in reasonable and documented attorneys’ fees that Nanohybrids had previously incurred in connection with the Strategic Transaction Discussions. The Company and Nanohybrids (including Dr. Cook for this limited purpose) each also provided the other with releases related to the Sharing and Services Agreement and the Strategic Transaction Discussions. The Settlement Agreement was approved in advance by the Audit Committee of the Company’s Board of Directors. The foregoing description of the Settlement Agreement is qualified by reference to the text of such agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Upcoming Separation with Chief Technology Officer

On May 10, 2025, the Company informed its Chief Technology Officer, Jason Cook, that it intends to implement an upcoming separation from employment with Dr. Cook. As of the date of this filing, the Company and Dr. Cook are actively discussing the terms and timing of such separation. Under Dr. Cook’s existing July 2021 employment agreement, upon a separation from employment instituted by the Company, and subject to Dr. Cook delivering and not revoking a standard release of claims, Dr. Cook would be entitled upon separation to severance amounts consisting of six-months’ base salary and a pro rata target bonus for the 2025 calendar year based on the portion of the 2025 calendar year in which he is employed. Under the terms of his employment agreement, the payment of such amounts would occur in equal installments over the six-month period following his last day of employment and would be subject to compliance by Dr. Cook of certain ongoing covenants with respect to confidentiality, cooperation and other matters.

Insider Trading Arrangements and Policies

During the fiscal quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Securities Exchange Act of 1934 or any “non-Rule 10b5-1 trading arrangement.”