Activist investor files 13D in Bluejay Diagnostics (BJDX), pushes biotech acquisition review

Rhea-AI Filing Summary

Bluejay Diagnostics, Inc. received an updated ownership filing from investor Braeden Lichti and Northstrive Fund II LP, who are now reporting as active investors. As of March 10, 2026, Lichti beneficially owned 35,500 shares of common stock, or 3.65% of the company, while Northstrive Fund II LP owned 11,000 shares, or 1.13%. Both stakes are calculated against 972,000 shares outstanding, as reported in a recent company press release. The investors sent a letter to Bluejay’s board on March 11, 2026, recommending that the board review a potential biotechnology acquisition opportunity that they believe could strengthen the clinical pipeline and accelerate shareholder value. Because this communication may be intended to influence control or strategy, they switched from a passive Schedule 13G to this Schedule 13D and state they may buy more, sell, or pursue other strategic actions over time.

Insights

Activist & governance analyst

Small shareholder takes activist stance, urges potential biotech acquisition.

The filing shows Braeden Lichti and Northstrive Fund II LP owning a combined minority stake in Bluejay Diagnostics, with 3.65% and 1.13% positions respectively. Despite the modest size, they have shifted from passive to active status by filing a Schedule 13D.

Their March 11, 2026 board letter urges directors to evaluate a specific biotechnology acquisition they believe could strengthen Bluejay’s clinical pipeline and, in their view, accelerate shareholder value creation. This signals interest in strategic change rather than simple financial ownership.

The investors also state they may increase or reduce their holdings and may consider actions listed under Item 4 of Schedule 13D. Actual impact will depend on how Bluejay’s board responds to the acquisition suggestion and any future proposals the group may make.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Bluejay Diagnostics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

Ross. D. Carmel, Esq.
1185 Avenue of the Americas, 26th Floor
New York, NY, 10036
(212) 930-9700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Braeden Lichti

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 24,500.00
8	Shared Voting Power 11,000.00
9	Sole Dispositive Power 24,500.00
10	Shared Dispositive Power 11,000.00

11

Aggregate amount beneficially owned by each reporting person

35,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.65 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Braeden Lichti is, as of the date of this Schedule 13D, the Manager of Northstrive Fund II LP. Percentage ownership is calculated based on 35,500 shares of Bluejay Diagnostics, Inc. ("Issuer") beneficially owned by Braeden Lichti, out of 972,000 shares of the Issuer's issued and outstanding shares of Common Stock, based on the Issuer's press release, filed as an exhibit to the Issuer's Current Report on Form 8-K with the SEC on March 6, 2026.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Northstrive Fund II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,000.00

11

Aggregate amount beneficially owned by each reporting person

11,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.13 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Braeden Lichti is, as of the date of this Schedule 13D, the Manager of Northstrive Fund II LP. Percentage ownership is calculated based on 11,000 shares of the Issuer beneficially owned by Northstrive Fund II LP, out of 972,000 shares of the Issuer's issued and outstanding shares of Common Stock as reported in the Issuer's press release, filed as an exhibit to the Issuer's Current Report on Form 8-K with the SEC on March 6, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Bluejay Diagnostics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 360 Massachusetts Avenue, Suite 203, Acton, MASSACHUSETTS , 01720.
Item 1 Comment: Mr. Braeden Lichti and Northstrive Fund (as defined below) previously filed a Schedule 13G on February 5, 2026 (the "Schedule 13G"). This Statement on Schedule 13D relates to the Common Stock of the Issuer and amends the Schedule 13G. The principal executive offices of the Issuer are located at 360 Massachusetts Avenue, Suite 203, Acton, MA 01720.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed jointly by Mr. Braeden Lichti and Northstrive Fund II LP (together with Braeden Lichti, the "Reporting Persons"). The shares of Common Stock are held jointly by the Reporting Persons. Mr. Lichti is, as of the date of this Schedule 13D, the Manager of Northstrive Fund, and he has voting and investment power of those shares of Common Stock held by Northstrive Fund.
(b)	The address of each of the Reporting Persons is 120 Newport Center Drive, Newport Beach, CA 92660.
(c)	Northstrive Fund is principally engaged in the business of investments into private and public securities. Mr. Lichti is principally engaged as the Chief Executive Officer of Northstrive Companies Inc., a California based management, advisory and investment company.
(d)	Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f)	Northstrive Fund is a Delaware limited partnership. Mr. Lichti is a citizen of Canada.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 4 is incorporated by reference herein. Northstrive Fund used working capital as the source of funds for its purchase of the Common Stock. Mr. Lichti used personal funds to purchase his shares of Common Stock.
Item 4.	Purpose of Transaction
	As of March 10, 2026, Northstrive Fund and Mr. Lichti beneficially owned 11,000 and 35,500 shares of Common Stock, respectively, representing 1.13% and 3.65% of the Issuer's issued and outstanding Common Stock. This percentage was calculated based on 972,000 shares of the Issuer's issued and outstanding shares of Common Stock, based on the Issuer's press release, filed as an exhibit to the Issuer's Current Report on Form 8-K with the SEC on March 6, 2026. This Schedule 13D is being filed to disclose Northstrive's Fund letter to the Board of Directors of the Issuer (the "Board") dated March 11, 2026 (the "Board Letter"). The Board Letter includes, among other things, Northstrive Fund's recommendations to the Board to review a potential biotechnology acquisition opportunity that Northstrive Fund has identified, in order to strengthen the Issuer's clinical pipeline and accelerate shareholder value creation, in Northstrive Fund's view. Northstrive Fund has requested to meet with the Board in the Board Letter. The Board Letter is filed herein as Exhibit A. As the Board Letter indicates an intent by the Reporting Persons with a purpose or effect to potentially change or influence control of the Issuer, the Reporting Persons have deemed it appropriate to amend the Schedule 13G by filing this Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, which may include liquidation or further accumulation of shares. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 972,000 shares of the Issuer's issued and outstanding shares of Common Stock, based on the Issuer's press release, filed as an exhibit to the Issuer's Current Report on Form 8-K with the SEC on March 6, 2026.
(b)	Sole power to vote or to direct the vote: Braeden Lichti: 24,500 shares Northstrive Fund II LP: 0 shares Shared power to vote or to direct the vote: Braeden Lichti: 11,000 shares Northstrive Fund II LP: 11,000 shares Sole power to dispose or to direct the disposition of: Braeden Lichti: 24,500 shares Northstrive Fund II LP: 0 shares Shared power to dispose or to direct the disposition: Braeden Lichti: 11,000 shares Northstrive Fund II LP: 11,000 shares
(c)	The information set forth in Item 3 above is incorporated herein by reference.
(d)	Not applicable.
(e)	2/20/2026
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Items 3 and 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Letter to the Board of Directors of Issuer Exhibit B Transactions completed by Reporting Persons in the Common Stock

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Braeden Lichti

Signature:	/s/ Braeden Lichti
Name/Title:	Braeden Lichti
Date:	03/11/2026

Northstrive Fund II LP

Signature:	/s/ Braeden Lichti
Name/Title:	Braeden Lichti/Manager
Date:	03/11/2026

FAQ

What stake does Braeden Lichti report in Bluejay Diagnostics (BJDX)?

Braeden Lichti reports beneficial ownership of 35,500 shares of Bluejay Diagnostics common stock, representing 3.65% of the outstanding shares. This percentage is based on 972,000 shares outstanding as referenced in Bluejay’s March 6, 2026 press release attached to a Form 8-K.

How much of Bluejay Diagnostics (BJDX) stock does Northstrive Fund II LP own?

Northstrive Fund II LP reports beneficial ownership of 11,000 shares of Bluejay Diagnostics common stock, equal to 1.13% of outstanding shares. This ownership percentage is calculated using the same base of 972,000 shares outstanding disclosed in Bluejay’s March 6, 2026 press release.

Why did Braeden Lichti and Northstrive Fund II LP file a Schedule 13D for BJDX?

They filed a Schedule 13D because a March 11, 2026 letter to Bluejay’s board outlines recommendations that may change or influence control. The letter urges review of a potential biotechnology acquisition, prompting a change from a previously filed Schedule 13G to this more active disclosure.

What strategic proposal do the BJDX Schedule 13D filers make to Bluejay’s board?

The investors’ board letter recommends that Bluejay’s directors review a potential biotechnology acquisition opportunity they have identified. They state this transaction could strengthen Bluejay’s clinical pipeline and, in their view, accelerate shareholder value creation, and they have requested a meeting with the board.

Can the Bluejay Diagnostics (BJDX) Schedule 13D investors change their position in the stock?

Yes. The filing states the reporting persons intend to review their investment on a continuing basis. Depending on factors like Bluejay’s financial position and share price, they may liquidate or further accumulate shares and may consider actions listed in Item 4 of Schedule 13D.

What level of voting power do the BJDX Schedule 13D reporting persons hold?

The filing indicates Braeden Lichti has sole voting power over 24,500 shares and shared voting power over 11,000 shares. Northstrive Fund II LP has shared voting power over 11,000 shares, reflecting their jointly held portion of Bluejay Diagnostics common stock.