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Item 9A. Controls and Procedures

2023-03-20 compared with 2022-03-10 · 803 added, 806 removed, 407 unchanged (80% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer,

who is our principal executive officer, and our Chief Financial Officer, who is our principal financial officer, evaluated the effectiveness

of our disclosure controls and procedures as of December 31, 2021.

The term “disclosure controls and procedures,” as

defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed

to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports

that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer

and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive

Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2021.

Our Chief Executive Officer, who is our principal

executive officer, and our Chief Financial Officer, who is our principal financial officer, evaluated the effectiveness of our disclosure

controls and procedures as of December 31, 2022.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within

the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or

submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial

Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and our Chief

Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022.

Management’s Annual Report on Internal Control Over Financial

This annual report does not

include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the

company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission

for newly public companies.

Our independent registered

public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting

for as long as we are an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange

Our Chief Executive Officer and our Chief Financial Officer assessed the effectiveness of our internal control over financial reporting

as of December 31, 2022.

In making this assessment, our Chief Executive Officer and our Chief Financial Officer used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework.

Based on that assessment and using the COSO criteria, our Chief Executive Officer and our Chief Financial Officer have concluded that,

as of December 31, 2022, our internal control over financial reporting was effective.

Our independent registered public accounting firm

will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an

“emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act.

Changes in Internal Control Over Financial Reporting

There have been no changes

in our internal control over financial reporting during the year ended December 31, 2021, that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control

over financial reporting during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Inherent Limitations of Controls

Management does not expect

that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all

Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives

and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in

decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented

by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any

system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate

because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures.

Management does not expect that our disclosure

controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management

necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent

limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual

acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls

also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes

in conditions, or deterioration in the degree of compliance with the policies or procedures.

Because of the inherent limitations in a

cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

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Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is hereby

incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

Our Board of Directors has adopted a written Code

of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (bluejaydx.com)

under “Governance Overview” within the “Investor Relations” section.

We intend to satisfy the disclosure requirement

under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of this Code and by posting such information on the website

address and location specified above.

incorporated by reference to our definitive proxy statement for our 2023 annual meeting of stockholders to be filed with the SEC within

120 days of the fiscal year ended December 31, 2022.

EXECUTIVE COMPENSATION

The information required by this item is hereby

incorporated by reference to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the Securities

and Exchange Commission within 120 days of the fiscal year ended December 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

incorporated by reference to our definitive proxy statement for our 2023 annual meeting of stockholders to be filed with the SEC within

120 days of the fiscal year ended December 31, 2022.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is hereby

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and Exchange Commission within 120 days of the fiscal year ended December 31, 2022.

Securities Authorized for Issuance under Equity Compensation

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information regarding

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Equity compensation plans not approved by security holders (2)

(1) Represents shares of common stock issuable upon exercise of outstanding stock options and rights under our 2018 and 2021 Stock Plans.

(2) Consists of warrants issued to placement agents, underwriters

and consultants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

The information required by this item is hereby incorporated by reference

to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

(1) Represents shares of common stock

issuable upon exercise of outstanding stock options and rights under our 2018 Stock Incentive Plan (the “2018 Plan”) and

2021 Stock Plan (the “2021 Plan”).

Both plans permit the Company to grant incentive and nonqualified stock options for the

purchase of common stock, and restricted stock awards.

The maximum number of shares of common stock reserved for issuance under the 2018

Plan and 2021 Plan are 629,440 and 1,960,000, respectively.

At December 31, 2022 there were 262,269 and 1,339,721 shares of common stock

available for grant under the 2018 Plan and 2021 Plan, respectively.

(2) Consists of warrants issued to

placement agents, underwriters and consultants.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is hereby

incorporated by reference to our definitive proxy statement for our 2023 annual meeting of stockholders to be filed with the SEC within

120 days of the fiscal year ended December 31, 2022.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is hereby incorporated by reference

to our definitive proxy statement for our 2022 annual meeting of stockholders to be filed with the Securities and Exchange Commission

within 120 days of the fiscal year ended December 31, 2021.

The information required by this item is hereby

incorporated by reference to our definitive proxy statement for our 2023 annual meeting of stockholders to be filed with the SEC within

120 days of the fiscal year ended December 31, 2022.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents

are filed as part of this report:

(a) The following documents are filed as part

of this report:

(1) Financial Statements—See

Index to Consolidated Financial Statements at Part II, Item 8 on page F-1 of this Annual

Report on Form 10-K.

All financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements or the Notes thereto.

See the accompanying Index to Exhibits filed as a part of this Annual Report, which list is incorporated by reference in this Item.

(b) See the accompanying Index

to Exhibits filed as a part of this Annual Report.

Index to Consolidated Financial Statements at Part II, Item 8 on page F-1 of this Form 10-K.

(2) All financial statement schedules

have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements

or the Notes thereto.

(3) See the accompanying Index to

Exhibits filed as a part of this Form 10-K, which list is incorporated by reference in this Item.

(b) See the accompanying Index to Exhibits filed

as a part of this Form 10-K.

INDEX TO EXHIBITS

Description of Document

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No.