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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 |
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001-41031 |
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47-3552922 |
(State or Other Jurisdiction
of Incorporation or Organization) |
|
(Commission File No.) |
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(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) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
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| ☐ |
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). |
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.
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Bluejay Diagnostics, Inc. |
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By: |
/s/ Neil Dey |
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Neil Dey |
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|
President and Chief Executive Officer |
Date: July 28, 2025
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