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Bluejay Diagnostics, Inc.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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About this filing

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.

Sep 30, 2025 · Filed Nov 7, 2025

BJDX$2.49+6.0%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Insider Trading Arrangements and Policies

During the fiscal quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified orterminated 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.”

Compensation Changes

On November 4, 2025, the Company’s board of directors approved, following the recommendation of the compensation committee of the Board (the “Compensation Committee”), an increase in the base salary for Neil Dey, the Company’s President and Chief Executive Officer, to $400,000 per year. This increase in base salary is to be retroactively effective starting October 1, 2025. Except as described in the foregoing, Mr. Dey’s existing employment agreement remains in effect pursuant to its existing terms and conditions.

On November 4, 2025, the Board also approved, following the recommendation of the Compensation Committee, an updated compensation schedule for the Company’s non-management directors, as outlined below:

PositionBoardCompensation CommitteeAudit CommitteeGovernance and Nominating Committee
Chair Retainer$125,000$25,000$25,000$25,000
Member Retainer$100,000$15,000$15,000$15,000

The updated compensation schedule for non-management directors is to be retroactively effective starting October 1, 2025.

The Compensation Committee has also recommended, subject to the review, consideration and approval by the Board and subsequent approval by the Company’s stockholders, that the Company's 2021 Stock Plan (the “2021 Plan”) be amended to increase the number of shares of common stock available for grant under the 2021 Plan by 30,000,000 shares. The Compensation Committee’s recommendation contemplates such increased pool being used for grants to employees and non-employee directors over an estimated 6-year period, taking into account the Company’s expectation of issuing additional shares of its common stock in connection with future financing transactions, as well as potential continued volatility in the trading price of the Company’s common stock. At its meeting on November 4, 2025, the Board determined that it would defer making a final decision with respect to such proposed increase until 2026, in connection with its consideration of matters to be considered at the Company’s 2026 annual meeting of stockholders.

In addition, the Compensation Committee has recommended, subject to review, consideration and approval by the Board and the approval by the stockholders of such amendment to the 2021 Plan, that in addition to the cash retainers outlined above, non-management directors of the Company be awarded restricted stock units with respect to 200,000 shares of common stock on an annual basis. Pursuant to the existing terms of the 2021 Plan, any such awards are subject to limitations providing that the combined grant date fair market value of awards to directors, together with cash fees paid to such directors, may not exceed $300,000 per year.

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