NEWPORT
BEACH, Calif., March 11, 2026 NorthStrive Fund II LP (“NorthStrive Fund”), a
subsidiary of NorthStrive Companies Inc., today issued an open letter to the
Board of Directors and shareholders of Bluejay Diagnostics, Inc. (“Bluejay” or
the “Company”) recommending the Board evaluate a strategic opportunity that
NorthStrive believes could significantly enhance long-term shareholder value.
NorthStrive
Fund is a significant shareholder of Bluejay and previously disclosed its
ownership in a Schedule 13G filed with the U.S. Securities and Exchange
Commission on February 5, 2026.
In
the letter, NorthStrive Fund expressed support for the Board and management
team’s continued progress advancing the Company’s current core program, SYMON™
II, while encouraging the Company to strengthen its strategic positioning
through pipeline expansion capable of introducing additional clinical
milestones and value-inflection points.
The
letter recommends that the Board review the potential acquisition of a
Phase-1-ready therapeutic asset targeting refractory chronic cough, a condition
affecting millions of patients globally and representing a market opportunity
estimated to exceed $10 billion annually.
According
to NorthStrive Fund, adding a differentiated clinical-stage program could
diversify development risk, increase investor visibility, and introduce
multiple clinical catalysts that support stronger long-term market valuation.
The
proposal also notes that financing has been arranged for the potential
acquisition through a public-company financing structure, which could support
advancement of the program while strengthening the Company’s capital position.
NorthStrive
Fund believes the addition of a differentiated, capital-efficient clinical
program capable of delivering near-term milestones could materially strengthen
the Company’s pipeline and create meaningful upside for shareholders.
The
full text of the letter follows.
Bluejay Diagnostics, Inc.
360 Massachusetts Avenue, Suite 203
Acton, MA 01720
March 11, 2026
Dear Members of the Board of Directors and Fellow
Shareholders,
NorthStrive Fund II LP (“NorthStrive Fund”,
“we”, “our” or “us”), a subsidiary of NorthStrive Companies Inc., headquartered
in Newport Beach, California, is a significant shareholder of Bluejay
Diagnostics, Inc. (the “Company” or “Bluejay”), as disclosed in our Schedule
13G filed with the U.S. Securities and Exchange Commission on February 5, 2026.
Based on the Company’s current market capitalization
and clinical trajectory, we believe Bluejay is in a unique position to
capitalize on an appealing biotechnology acquisition we have identified. We recommend
that the Company’s Board of Directors (“Board”) review this turnkey acquisition
and financing opportunity, which we believe could strengthen the Company’s
clinical pipeline and accelerate shareholder value creation.
While we support the Company’s continued
progress advancing SYMON™ II, we believe Bluejay has an immediate opportunity
to enhance its pipeline by acquiring a Phase 1 ready asset potentially capable
of introducing near-term clinical catalysts.
Specifically, we recommend that the Company
evaluate the Phase-1-ready therapeutic opportunity outlined below, which we
believe represents a compelling and ready-to-execute transaction capable of
introducing new value-inflection points for shareholders.
Key Considerations.
Pipeline Expansion
• Evaluate opportunities to add a
Phase-1-ready or clinical-stage program with a differentiated mechanism of
action, clear competitive advantage, and compelling risk-adjusted upside.
• Prioritize assets targeting well-defined
patient populations that support efficient clinical trial enrollment and
meaningful commercial opportunity.
• Expanding the pipeline would reduce
single-asset risk and introduce additional clinical catalysts capable of
enhancing long-term shareholder value.
Near-Term Clinical Catalysts
• Prioritize programs capable of generating
meaningful clinical milestones within the next 12–24 months, with modest
capital requirements and efficient clinical development.
• Focus on assets with streamlined trial
designs and accessible patient populations that enable efficient enrollment and
timely data readouts.
• Regular clinical catalysts can significantly
enhance investor visibility and valuation for emerging biotechnology companies.
Shareholder Value Creation & Investor
Awareness
• Expanding the clinical pipeline may increase
investor visibility and attract new institutional shareholders.
• A broader pipeline with multiple development
programs can strengthen market awareness and support long-term market valuation.
• Companies with diversified clinical programs
and regular catalysts often experience greater investor engagement and improved
shareholder value.
The Potential Strategic Opportunity in Refractory Chronic
Cough (“RCC”)
We believe the Board may benefit from
reviewing and ultimately acquiring a Phase-1-ready therapeutic asset targeting
refractory chronic cough (“RCC”), a debilitating condition affecting millions
of patients globally and representing a significant unmet medical need. According
to our research, the global treatment market for RCC is estimated to exceed $10
billion annually and is expected to grow as new therapies are developed. [
Source
1, Source 2
]
The program centers on a proprietary
small-molecule inhibitor of fatty acid amide hydrolase (FAAH) designed to
increase levels of the endogenous signaling molecule anandamide, which may help
desensitize hyperactive sensory neurons responsible for triggering the cough
reflex.
Key attributes of the program include:
• Phase-1-ready asset with IND-enabling studies completed
• Differentiated mechanism through peripheral FAAH inhibition designed to avoid
central nervous system exposure
• Strong biological rationale linking neuronal hypersensitivity to chronic
cough
• Preclinical proof of concept demonstrated in validated cough models
• Multiple upcoming clinical milestones, including first-in-human dosing and
Phase 1 safety and pharmacokinetic readouts
Potential expansion opportunities include neuropathic
pain, hyperactive bladder, and migraines.
We believe a program with this pro
introduce multiple near-term value inflection points while complementing the
Company’s existing strategic direction.
Recent M&A
Interest from larger pharmaceutical companies
in the RCC space has increased as the biology has become better understood and
the commercial opportunity more visible. The most notable recent transaction
was GSK’s approximately $2.0 billion acquisition of BELLUS Health in 2023,
driven by BELLUS’s late-stage P2X3
antagonist program in RCC. [Source 1,
Source 2]. These developments underscore both the scale of the opportunity and
the willingness of larger players to acquire differentiated assets as clinical
proof-of-concept emerges.
Differentiation
Most advanced chronic cough programs have
focused on the P2X3 receptor, a pathway associated with antitussive efficacy
but commonly linked to taste disturbance as a tolerability limitation. [Source
3] By contrast, the opportunity we are presenting is mechanistically distinct:
a peripherally selective FAAH inhibitor designed to increase anandamide levels
and reduce hypersensitivity in airway sensory neurons while remaining outside
the central nervous system. We believe this approach may reduce the risk of
centrally mediated side effects and avoid the taste-related tolerability issues
seen with P2X3 antagonists, while also enabling potential for expansion into
additional neuronal hypersensitivity indications.
Parallel Financing Opportunity
The Company has advised us that approximately
$5,000,000 in financing may be available through a public company financing
structure, contingent upon the successful combination of the asset within a
public company platform. This structure may allow the Company to advance the
proposed program while strengthening its balance sheet and reducing near-term
financing risk for shareholders.
Conclusion
We have completed preliminary due diligence on
this opportunity and believe it represents a novel and differentiated program
with the potential to introduce meaningful clinical catalysts and create
substantial shareholder value.
The asset is currently available for
acquisition, and financing is available. We would welcome the opportunity to
provide the Company with our due diligence materials and facilitate direct
engagement with the program’s representatives upon receipt of this letter.
Request for Board Review
We respectfully encourage the Board to
promptly engage with us to review this opportunity, which we believe could meaningfully
strengthen the Company’s development pipeline and accelerate shareholder value
creation.
Please contact us at [***]. I will also make direct
attempts to contact Mr. Dey and other members of the Board.
Northstrive Fund and Braeden Lichti hold no interest in,
or arrangement with, the acquisition target.
Respectfully,
/s/ Braeden Lichti
Braeden
Lichti, Manager of NorthStrive Fund II LP
About NorthStrive Fund II LP
NorthStrive
Fund II LP is an investment vehicle and subsidiary of NorthStrive Companies
Inc., headquartered in Newport Beach, California. NorthStrive Fund focuses on
public and private investments.
Disclaimer
The information in this letter (“Letter”) is for
informational purposes only and does not constitute an offer to purchase or
sell any security, nor does it constitute investment, legal, or financial
advice.
The information contained herein is based on publicly
available information relating to Bluejay Diagnostics, Inc. Except where
otherwise indicated, the information in this Letter speaks only as of the date
hereof, and NorthStrive Fund II LP undertakes no obligation to update or revise
any statements contained herein.
The Letter may include forward-looking statements that
reflect current views regarding future events, strategic alternatives, or
potential outcomes. Forward-looking statements are typically identified by
words such as “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,”
“will,” “may,” “would,” or similar expressions. These statements involve risks
and uncertainties, many of which are beyond NorthStrive Fund’s control. Actual
results may differ materially from those expressed or implied in such
statements.
Any financial estimates or projections included herein,
including those contained in the financial model referenced in this Letter, are
based on assumptions believed to be reasonable but are inherently subject to
uncertainty and may not reflect actual outcomes. Shareholders should conduct
their own independent analysis and reach their own conclusions regarding the
matters discussed herein.
NorthStrive Fund II LP currently beneficially owns
securities of the Company. NorthStrive Fund reserves the right to increase or
decrease its ownership of Company securities at any time, including through
purchases, sales, derivatives, or other transactions, subject to applicable
law. NorthStrive Fund also reserves the right to engage in discussions with the
Board of Directors, management, shareholders, or other parties regarding
strategic alternatives or other matters relating to its investment in the
Company.
Although NorthStrive Fund believes the information
contained herein to be reliable, it makes no representation or warranty,
express or implied, as to the accuracy or completeness of the information and
expressly disclaims any liability arising from reliance on such information.
Sources
Source
1:
GSK — “GSK completes
acquisition of BELLUS Health” (June 28, 2023).
Source 2:
BioPharma Dive —
“GSK to buy Bellus Health and its chronic cough drug for $2B” (April 18, 2023).
Source 3:
CHEST journal —
“Benefit-Risk Pro P2X3 Receptor Antagonists…” (notes taste disturbance
as common adverse effect) (June 8, 2024).