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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ].
*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
CUSIP No. 095633103
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13D
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Page 2 of 8 Pages
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1
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Names of Reporting Persons
Douglas C. Wurth
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
PF / AF
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5
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Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
☐
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
2,351,577+†
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8
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Shared Voting Power
1,170,883+‡
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9
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Sole Dispositive Power
2,351,577+†
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10
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Shared Dispositive Power
1,170,883+‡
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,522,460+‡†
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
☐
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13
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Percent of Class Represented By Amount In Row (11)
27.26%*
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14
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Type of Reporting Person (See Instructions)
IN
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+
Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.
†
Consists of 2,186,349 shares of common stock, 157,360 shares of underlying options to purchase common stock, and 7,868 shares underlying
warrants to purchase common stock held by Mr. Wurth.
‡
Includes 1,108,883 shares of common stock and 62,000 shares of underlying warrants to purchase common stock held by Wurth Holdings,
LLC.
*
Based on 12,694,265 shares of common stock, $0.0001 par value per share, of Bluejay Diagnostics, Inc. outstanding as of November 15,
2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public
offering that closed on November 15, 2021.
CUSIP No. 095633103
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13D
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Page 3
of 8 Pages
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1
|
Names of Reporting Persons
Wurth Holdings, LLC
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2
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
|
Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
7
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Sole Voting Power
0
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8
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Shared Voting Power
1,170,883+‡
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
1,170,883+‡
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,170,883+‡
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
☐
|
13
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Percent of Class Represented by Amount in Row (11)
9.23%*
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14
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Type of Reporting Person (See Instructions)
OO
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+
Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.
‡
Includes 1,108,883 shares of common stock and 62,000 shares of underlying warrants to purchase common stock held by Wurth Holdings,
LLC.
*
Based on 12,694,265 shares of common stock, $0.0001 par value per share, of Bluejay Diagnostics, Inc. outstanding as of November 15,
2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public
offering that closed on November 15, 2021.
CUSIP No. 095633103
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13D
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Page
4 of 8 Pages
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Item 1. Security and Issuer.
This Schedule 13D relates
to the common stock, par value $0.0001 per share (the “Common Stock”), of Bluejay Diagnostics, Inc., a Delaware corporation
(“Issuer”), whose principal executive offices are located at 360 Massachusetts Avenue, Suite 203, Acton, MA 01720.
Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
Item 2. Identity and Background.
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a.
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This statement is being filed jointly by Douglas C. Wurth (“Mr. Wurth”) and Wurth Holdings,
LLC, a Delaware limited liability company (“Holdings” and together with Mr. Wurth, the “Reporting Persons”).
Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 and attached hereto as Exhibit
1. Accordingly, the Reporting Persons are hereby filing this joint Schedule 13D.
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b.
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The business address of each of the Reporting Persons is c/o Bluejay Diagnostics, Inc. at 360 Massachusetts
Avenue, Suite 203, Acton, MA 01720.
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c
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The primary purpose of Holdings is to hold investments of its members. Mr. Wurth is a member of Holdings and is the sole managing
member of Holdings. Holdings has four other members, each of whom is a member of Mr. Wurth’s family.
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Mr. Wurth is a member
of the Issuer’s Board of Directors (the “Board”) and has served as Chairman of the Board of since 2017.
Since 2016, Mr. Wurth has been a private investor. Mr. Wurth has served as Chief Executive Officer and a Director of Good Works
II Acquisition Corp. since February 2021, and Co- Chairman of Good Works Acquisition Corp. since October 2020.
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d.
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During the last five years, none of the Reporting Persons or Holdings’ members have been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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e.
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During the last five years, none of the Reporting Persons or Holdings’ members have been a party
to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order finding
any violation with respect to federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities
subject to, such laws.
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f.
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Mr. Wurth and the other members of Holdings are citizens of
the United States of America. Holdings is a Delaware limited liability company.
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Item 3. Source and Amount of Funds or Other
Consideration.
On November 15, 2021, the
Issuer closed its initial public offering (the “IPO”) of 2,160,000 Units, with each unit consisting of: (a) one share
of the Issuer’s common stock, $0.0001 par value per share (the “Common Stock”), (b) one Class A warrant (the “Class
A Warrants”) to purchase one share of Common Stock at an exercise price equal to $7.00 per share, exercisable until the fifth
anniversary of the issuance date, and (c) one Class B warrant (the “Class B Warrants,” and together with the Class
A Warrants, the “Warrants”) to purchase one share of Common Stock at an exercise price equal to $10.00 per share, exercisable
until the fifth anniversary of the issuance date (the “IPO”).
CUSIP No. 095633103
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13D
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Page
5 of 8 Pages
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Prior to the IPO, in the aggregate,
Mr. Wurth directly or indirectly beneficially owned 3,522,460 shares of Common Stock, which consisted of:
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●
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2,186,349 shares of common stock held directly by Mr. Wurth;
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|
●
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118,020 shares underlying options to purchase common stock of Issuer with an exercise price of $0.95 per
share held directly by Mr. Wurth;
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●
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39,340 shares underlying options to purchase common stock of Issuer with an exercise price of $0.95 per
share held directly by Mr. Wurth;
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|
●
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1,108,883 shares of common stock held by Holdings;
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●
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62,000 shares underlying warrants to purchase common stock of Issuer with an exercise price of $2.3 per
share held by Holdings; and
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●
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7,868 shares underlying warrants to purchase common stock of Issuer with an exercise price of $0.95 per
share held by Mr. Wurth.
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For purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, Mr. Wurth may be deemed to beneficially own the securities held by Holdings.
Item 4. Purpose of Transaction.
The Reporting Persons acquired
the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an
attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve the right to acquire,
or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or
to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light
of general investment and trading policies of the Reporting Persons, market conditions or other factors.
Except as set forth in this
Schedule 13D, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the following matters:
(a) The acquisition by any
person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of
a material amount of assets of the Issuer or of any of its subsidiaries;
(d) Any change in the present
board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;
(e) Any material change in
the present capitalization or dividend policy of the Issuer;
(f) Any other material change
in the Issuer’s business or corporate structure;
(g) Changes in the Issuer’s
charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any
person;
(h) Causing a class of securities
of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
CUSIP No. 095633103
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13D
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Page
6 of 8 Pages
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(i) A class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to
any of those enumerated above.
Each of the Reporting Persons
reserves the right to propose or participate in future transactions which may result in one or more of the above listed actions, including
but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount
of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible
for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment
intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise
dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted)
in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions
with respect to the securities described herein.
Item 5. Interest in Securities of Issuer.
(a) and (b)
The information contained
in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person and the information set forth in Item 2, Item 3 and Item 6
of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
The aggregate percentage
of Common Stock reported owned by the Reporting Persons is 27.26% and is based upon 12,694,265 shares of Common Stock outstanding as of
November 15, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its
initial public offering that closed on November 15, 2021.
As of the date hereof,
Mr. Wurth, as the sole managing member of Holdings, may be deemed to beneficially own 1,108,883 shares of Common Stock held by Holdings
and 62,000 shares of Common Stock underlying warrants to purchase Common Stock held by Holdings. Mr. Wurth also owns 2,186,349 shares
of Common Stock directly, 157,360 shares of Common Stock underlying options to purchase Common Stock directly and 7,868 shares of Common
Stock underlying warrants to purchase Common Stock directly. Mr. Wurth, directly and/or indirectly, possesses the sole power to vote and
the sole power to direct the disposition of all securities of the Issuer held by himself directly and all securities of the Issuer held
by Holdings. As a result of the foregoing, and for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Wurth
may be deemed to beneficially own 3,522,460 shares of Common Stock or 27.26% of the Common Stock of the Issuer as of the date of this
filing.
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(c)
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Except as described herein (see Item 3), during the past sixty
(60) days there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares
of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control
over the securities thereof.
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CUSIP No. 095633103
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13D
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Page
7 of 8 Pages
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(d)
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Other than as described in this Schedule 13D, to the knowledge
of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Reference is made to the descriptions
of relationships among the Reporting Persons in Item 2, which are incorporated by reference in this Item 6.
Joint Filing Agreement
The Reporting Persons have
entered into a Joint Filing Agreement pursuant to which, among other things, the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer.
Lock-Up Agreements
In connection with the IPO,
each of Mr. Wurth and Holdings entered into a “lock-up” agreement in favor of the underwriter, pursuant to which each of Mr.
Wurth and Holdings agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for
the sale of or otherwise dispose of any shares of Issuer’s Common Stock or other securities convertible into or exercisable or exchangeable
for shares of Issuer’s Common Stock for a period of six months after the IPO is completed without the prior written consent of the
representative of the underwriters.
Each of the Joint Filing Agreement
and Form of Lock-Up Agreement, which are attached hereto as Exhibits 1 and 2, respectively, are incorporated by reference herein.
Item 7. Materials to be Filed as Exhibits.
CUSIP No. 095633103
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13D
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Page
8 of 8 Pages
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SIGNATURES
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.
Dated: December
22, 2021
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/s/ Douglas C. Wurth
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Douglas C. Wurth
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WURTH HOLDINGS, LLC
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By:
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/s/ Douglas C. Wurth
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Douglas C. Wurth
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Managing Member
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