[SCHEDULE 13G] Bluejay Diagnostics, Inc. Passive Investment Disclosure (>5%)
Bluejay Diagnostics major shareholder reports 9.99% stake
Bluejay Diagnostics, Inc. has a significant shareholder group led by Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri.
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Bluejay Diagnostics, Inc. has a significant shareholder group led by Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri. As of June 30, 2026, the reporting persons beneficially owned 107,722 shares of Bluejay common stock, representing 9.99% of the class.
The position consists of 65,000 shares of common stock and 42,722 shares issuable upon exercise of warrants, which are subject to a 9.99% beneficial ownership blocker. Ownership percentages are based on 1,034,715 shares outstanding as of May 4, 2026, plus the warrant shares. The reporting persons each have sole voting and dispositive power over the reported shares.
Beneficially owned shares107,722 sharesTotal common stock and warrant shares beneficially owned as of June 30, 2026
Common stock held65,000 sharesPortion of the 107,722 shares that is outstanding common stock
Warrant shares issuable42,722 sharesCommon shares issuable upon exercise of warrants held by the reporting persons
Ownership percentage9.99%Percent of Bluejay Diagnostics common stock beneficially owned by each reporting person
Shares outstanding baseline1,034,715 sharesBluejay Diagnostics common stock outstanding as of May 4, 2026 used for calculations
Key Terms
beneficially owned, beneficial ownership blocker, Sole Voting Power, Sole Dispositive Power, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: Ayrton Capital LLC: 107,722"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
beneficial ownership blockerfinancial
"issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
Sole Voting Powerfinancial
"5 | Sole Voting Power 107,722.00 6 | Shared Voting Power 0.00"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Sole Dispositive Powerfinancial
"7 | Sole Dispositive Power 107,722.00 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
percent of classfinancial
"(b) | Percent of class: The percentages below are based on (i) 1,034,715 shares"
Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of Bluejay Diagnostics (BJDX) do Ayrton Capital and related parties own?
Ayrton Capital, Alto Opportunity Master Fund and Waqas Khatri report 107,722 shares of Bluejay Diagnostics common stock, representing 9.99% of the outstanding class based on the issuer’s share count and related warrant shares.
What makes up the 107,722 shares reported for Bluejay Diagnostics (BJDX)?
The reported 107,722 shares consist of 65,000 shares of common stock and 42,722 shares issuable upon exercise of warrants held by the reporting persons, subject to a 9.99% beneficial ownership blocker on the warrant exercises.
What percentage of Bluejay Diagnostics (BJDX) is owned by the reporting group?
Each of Ayrton Capital LLC, Alto Opportunity Master Fund and Waqas Khatri reports beneficial ownership of 9.99% of Bluejay Diagnostics’ common stock, calculated using 1,034,715 shares outstanding plus 42,722 warrant shares.
How many Bluejay Diagnostics (BJDX) shares are outstanding for this ownership calculation?
The ownership percentages are based on 1,034,715 shares of Bluejay Diagnostics common stock outstanding as of May 4, 2026, plus 42,722 shares issuable upon exercise of warrants held by the reporting persons.
What is the 9.99% beneficial ownership blocker mentioned for Bluejay Diagnostics (BJDX)?
The warrants held by the reporting persons include a 9.99% beneficial ownership blocker, limiting exercises so that their beneficial ownership of Bluejay Diagnostics common stock does not exceed 9.99% of the outstanding shares.
Who has voting and dispositive power over the Bluejay Diagnostics (BJDX) shares?
Each reporting person has sole voting power and sole dispositive power over 107,722 shares, with 0 shares reported as shared voting or shared dispositive power in this ownership filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bluejay Diagnostics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
095633608
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
095633608
1
Names of Reporting Persons
Ayrton Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
107,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
107,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
107,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
095633608
1
Names of Reporting Persons
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
107,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
107,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
107,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
095633608
1
Names of Reporting Persons
Waqas Khatri
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
107,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
107,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
107,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bluejay Diagnostics, Inc.
(b)
Address of issuer's principal executive offices:
360 Massachusetts Avenue, Suite 203, Acton, MA, 01720
Item 2.
(a)
Name of person filing:
(i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)
Address or principal business office or, if none, residence:
(i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)
Citizenship:
(i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
095633608
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Ayrton Capital LLC: 107,722; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 107,722; and (iii) Waqas Khatri: 107,722. Represents (i) 65,000 shares of Common Stock held by the Reporting Persons; and (ii) 42,722 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Bluejay Diagnostics, Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)
Percent of class:
The percentages below are based on (i) 1,034,715 shares of Common Stock of the Issuer that were outstanding as of May 4, 2026; and (ii) 42,722 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. The amount of shares outstanding was based upon a statement in the Issuer's 10-Q filed on May 7, 2026. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2026. (i) Ayrton Capital LLC: 9.99%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 9.99%; and (iii) Waqas Khatri: 9.99%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(i) Ayrton Capital LLC: 107,722; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 107,722; and (iii) Waqas Khatri: 107,722
(ii) Shared power to vote or to direct the vote:
(i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
(iii) Sole power to dispose or to direct the disposition of:
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Ayrton Capital LLC
Signature:
/s/ Waqas Khatri
Name/Title:
Waqas Khatri / Managing Member
Date:
08/13/2026
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B
