Bluejay Diagnostics, Inc.

For a discussion of potential risks or uncertainties, see “Risk Factors” in the Company’s 2025 annual report on Form 10-K on file with the SEC. The following disclosures supplement such Risk Factors, and should be read in conjunction therewith:

Additional Risks Related to Our Financial Condition and Capital Requirements

To remain a going concern, we expect to need to raise additional capital and if we are unable to do so, we could become unable to finance our business plan, ultimately leading to us undertaking a process of liquidation under U.S. bankruptcy laws.

As of June 30, 2026, we possessed cash and cash equivalents of approximately $9.6 million, while having current liabilities of approximately $2.1 million. We incurred losses of approximately $6.8 million and $7.7 million for fiscal years 2025 and 2024, respectively, and $4.2 million for the six months ended June 30, 2026. From our inception through June 30, 2026, we have an accumulated deficit of approximately $45.8 million, and we do not currently generate any operating income. To achieve our current strategic plan, which strives to be in position to submit a 510(k) regulatory application to the FDA in the first half of 2027 and achieve FDA approval thereafter, we expect to raise additional capital. There can be no assurance that such additional capital will be available on a timely basis or on terms that will be acceptable to us. If we are ultimately unable to obtain the needed financing to implement our business plans, our board of directors could determine to cause the Company to undertake a process of liquidation under Chapter 7 of applicable U.S. bankruptcy laws. In such event, holders of shares of our common stock may not recoup any significant value.

Our common stock currently is listed for quotation on the Nasdaq Capital Market. We are required to meet specified financial requirements in order to maintain such listing, including a requirement that the bid price for our common stock remains above $1.00. In addition, a Nasdaq proposal establishing a new continued listing requirement that all Nasdaq-listed companies maintain a minimum value of listed securities of $5 million is currently under review and consideration by the SEC. Currently, the market value of our common stock is near this proposed threshold, and we therefore could be at risk of failing to meet this requirement and being delisted if this proposal is ultimately approved and our market capitalization does not stay above the proposed $5 million threshold.

Nasdaq Listing Rule 5550(a)(2) requires listed companies to maintain a minimum bid price of $1.00 for continued inclusion on the Nasdaq Capital Market. As of the close of business on August 7, 2026, the most recent closing price of our common stock on the Nasdaq Capital Market. was $1.07 per share. If the trading price of our common stock closes below $1.00 for more than 30 consecutive trading days, we will not be compliant this requirement. In such event, we would be subject to delisting, and because we consummated a reverse stock split in January 2026, we would be ineligible for any compliance period under recently implemented Nasdaq listing rules if this event occurred prior to the one-year anniversary of such reverse stock split.

In addition, on July 22, 2026, the staff of the SEC’s Division of Trading and Markets, acting pursuant to delegated authority, approved a Nasdaq proposal establishing a new continued listing requirement that all Nasdaq-listed companies maintain a minimum value of listed securities of $5 million, and providing that companies not meeting this standard will be delisted if they fail to meet this requirement for 30 consecutive trading days. On July 29, 2026, the full SEC stayed approval of the rule so that the full SEC may further consider whether the rule should be approved, and the proposed rule is therefore currently not effective. At the present time, the market value of our outstanding common stock is near the threshold that would be implemented if the rule were approved, and we therefore could be at risk of failing to meet this requirement and being delisted on that basis if the rule is ultimately approved and our market capitalization does not stay above the proposed $5 million threshold.

If our common stock is delisted, we may seek to have our common stock quoted on an over-the-counter marketplace, such as on the OTCQX. The OTCQX is not a stock exchange, and if our common stock trades on the OTCQX rather than a securities exchange, there may be significantly less trading volume and analyst coverage of, and significantly less investor interest in, our common stock, which may lead to lower trading prices for our common stock.

Any potential delisting of our common stock from the Nasdaq Capital Market may have materially adverse consequences to our stockholders, including: