Bluejay Diagnostics, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We conducted an evaluation under the supervision and with the participation of our President and Chief Executive Officer (who serves as our principal executive officer and principal financial and accounting officer), regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our President and Chief Executive Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025. We continue to review our disclosure controls and procedures and may from time to time make changes aimed at enhancing their effectiveness and ensuring that our systems evolve with our Company’s business. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Remediation of Previously Reported Material Weakness
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness in the Company’s internal control over financial reporting related to a lack of sufficient internal accounting expertise at the Company regarding the accounting for complex equity transactions. Specifically, in June 2024, the Company issued Class C and Class D warrants that contained “reset” features that caused the exercise prices to decrease and number of shares of Company common stock issuable upon exercise of such warrants to increase following stockholder approval of such reset in August 2024. Under applicable accounting guidance, upon reset, the Company should have recorded in its consolidated statement of operations a “deemed dividend on warrant modification” and “net loss applicable to common stockholders”.
During the quarter ended June 30, 2025, management completed the implementation of its remediation plan, which included designing and implementing new controls over equity transaction review and approval, including the accounting for complex financial instruments upon their issuance, which included the engaging of external consultants to assist in technical accounting matters.
Management tested the newly implemented controls and concluded that they were operating effectively as of June 30, 2025. As a result, management has concluded that the previously identified material weakness has been remediated.
(b) Changes in Internal Control Over Financial Reporting
Other than the remediation activities described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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