[8-K] Bluejay Diagnostics, Inc. Reports Material Event

Rhea-AI Filing Summary

Bluejay Diagnostics (BJDX) filed an 8-K announcing an amendment, dated 23-Jul-2025, to its amended & restated License and Master Supply Agreements with Toray Industries.

• Manufacturing deadline extended: the company now has until 23-Oct-2026 (previously 23-Oct-2025) to qualify an alternative site to produce Symphony cartridges.
• Know-how fully transferred: Toray confirms it has delivered all technical know-how required under the License Agreement and has no further obligation to provide assistance.
• Final component purchase: Bluejay will pay Toray USD 71,212 for a last shipment of chip components ahead of the Supply Agreement’s scheduled expiry on 23-Oct-2025.

No additional financial statements were included. The amendment secures component supply and provides an extra year to localize manufacturing, but removes Toray’s future technical support, placing execution risk squarely on Bluejay.

Positive

• 12-month deadline extension reduces immediate production pressure and potential contract default risk.
• Final component order secured ensures uninterrupted Symphony cartridge supply through Supply Agreement expiry.

Negative

• No further technical assistance from Toray heightens execution risk for BJDX’s new manufacturing site.
• Supply Agreement still ends 23-Oct-2025, creating a reliance on successful in-house production thereafter.

Insights

Medical Diagnostics Industry Specialist

TL;DR – Extension eases near-term supply risk but shifts technical burden to BJDX; neutral overall.

Granting an extra year to stand up an alternative cartridge plant reduces immediate production risk and aligns with the Symphony platform’s commercialization timeline. The one-time USD 71k purchase is immaterial (<1% cash). However, Toray’s completed know-how transfer means Bluejay loses access to ongoing engineering assistance, elevating execution and validation risk for the new facility. Investors should monitor capital needs and FDA regulatory timelines tied to Symphony launch.

Risk Analyst

TL;DR – Deadline deferral buys time; loss of Toray support could be a future bottleneck.

The filing is not materially impactful to near-term financials but influences operational risk profile. Extension avoids potential breach of contract in 2025 and secures essential chips before supply agreement lapses. Nevertheless, Bluejay must now independently establish GMP-compliant manufacturing within 15 months of supply cessation—a tight window. Any delay could hinder product roll-out and revenue conversion. Impact rating: neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

 

BLUEJAY DIAGNOSTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

delaware		001-41031		47-3552922
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

360 Massachusetts Avenue, Suite 203

Acton, MA 01720

(Address of principal executive offices and zip code)

(844) 327-7078

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 23, 2025, Bluejay Diagnostics, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its amended and restated license agreement (the “License Agreement”) and master supply agreement (the “Supply Agreement”) with Toray Industries, Inc. (“Toray”). The Amendment provides that the deadline under the License Agreement for the Company to establish an alternative manufacturing site for the Company’s Symphony cartridges has been extended from October 23, 2025 to October 23, 2026, and the Company has agreed to use its best efforts to establish the site by such date. The Amendment confirms that Toray has provided to the Company all applicable know-how required under the License Agreement and is not under any further obligation to provide know-how or technical assistance to the Company. The Amendment also provides that the Company shall pay $71,212 to Toray for a final supply of certain chip components prior to the impending expiration of the Supply Agreement on October 23, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1		Amendment to License Agreement and Master Supply Agreement, entered into on July 23, 2025, by and between Bluejay Diagnostics, Inc. and Toray Industries, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Bluejay Diagnostics, Inc.
	By:	/s/ Neil Dey
		Neil Dey
		President and Chief Executive Officer

Date: July 28, 2025

2

FAQ

What agreement did BJDX amend with Toray?

Bluejay amended its License Agreement and Master Supply Agreement dated 23-Jul-2025.

How long is the new manufacturing deadline for Bluejay Diagnostics?

The company now has until 23-Oct-2026 to establish an alternative Symphony cartridge production site.

Will Toray provide further technical support after this amendment?

No. Toray confirmed it has delivered all required know-how and owes no additional assistance.

What is the cost of the final chip component supply BJDX will purchase?

Bluejay will pay USD 71,212 for the last shipment of chip components.

When does the Master Supply Agreement between BJDX and Toray expire?

The Supply Agreement remains set to expire on 23-Oct-2025.