Form SCHEDULE 13D Bluejay Diagnostics, Filed by: NORTHSTRIVE FUND II LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Bluejay Diagnostics, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
095633608 (CUSIP Number) |
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
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| CUSIP No. | 095633608 |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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 Bluejay Diagnostics, Inc. ("Issuer") beneficially owned by Northstrive Fund II LP, out of 972,000 shares of the Issuer's issued and outstanding shares of common stock, par value $0.0001 per share ("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 U.S. Securities and Exchange Commission ("SEC") on March 6, 2026.
SCHEDULE 13D
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| CUSIP No. | 095633608 |
| 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)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 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 the 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
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| 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:
Northstrive Fund (as defined below) and Mr. Braeden Lichti 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 Northstrive Fund II LP ("Northstrive Fund") and Mr. Braeden Lichti (together with Northstrive Fund, 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, Mr. Lichti and Northstrive Fund II LP beneficially owned 35,500 and 11,000 shares of Common Stock, respectively, representing 3.65% and 1.13% 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: Northstrive Fund II LP: 0 shares Braeden Lichti: 24,500 shares
Shared power to vote or to direct the vote: Northstrive Fund II LP: 11,000 shares Braeden Lichti: 11,000 shares
Sole power to dispose or to direct the disposition of: Northstrive Fund II LP: 0 shares Braeden Lichti: 24,500 shares
Shared power to dispose or to direct the disposition: Northstrive Fund II LP: 11,000 shares Braeden Lichti: 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.
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ATTACHMENTS / EXHIBITS
LETTER TO THE BOARD OF DIRECTORS OF ISSUER
TRANSACTIONS COMPLETED BY REPORTING PERSONS IN THE COMMON STOCK