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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):
March 13, 2026

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.
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol (s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
BJDX |
|
The Nasdaq Stock Market LLC |
Item
7.01 Regulation FD Disclosure.
On March 13, 2026, Bluejay Diagnostics, Inc. (the
“Company”) sent a response letter to NorthStrive Fund II LP (“NorthStrive”) in response to a letter received by
the Company from NorthStrive on March 11, 2026. A copy of such response letter is furnished with this report as Exhibit 99.1.
The information contained in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be “filed” for the purpose of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended (“Securities Act”), unless specifically identified therein as being incorporated
by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
| 99.1 |
|
Letter to NorthStrive Fund II LP, dated March 13, 2026 |
| 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.
| |
Bluejay Diagnostics, Inc. |
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|
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By: |
/s/ Neil Dey |
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|
Neil Dey |
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|
President and Chief Executive Officer |
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|
|
| Date: March 16, 2026 |
|
|
Exhibit 99.1

VIA OVERNIGHT COURIER AND EMAIL
March 13, 2026
Northstrive Fund II LP
120 Newport Center Drive
Newport Beach, CA 92660
Attn: Braeden Lichti, Manager
Re: Letter communication of March 11, 2026
Dear Mr. Lichti,
Thank you for your letter and investment in Bluejay Diagnostics. We
appreciate you sharing your perspective regarding, among other things, the potential opportunity for Bluejay to pursue an acquisition
of a Phase-1-ready therapeutic program targeting refractory chronic cough to expand its clinical pipeline.
As you know, Bluejay is currently focused on advancing the Symphony™
platform and its critical care biomarker menu, including completion of our SYMON™ II clinical study, continued manufacturing scale-up
activities, and preparation for FDA regulatory submission. These initiatives represent important milestones in establishing Bluejay as
a differentiated platform company in the near-patient critical care diagnostics space, and we believe that focusing our tight-knit team
on these critical and time-sensitive execution tasks, while being judicious in our preservation and stewardship of existing cash resources,
provides the most viable pathway to unlock long-term shareholder value.
We appreciate you bringing this potential acquisition opportunity to
our attention so that the Board and management may evaluate it as part of our near-term strategic decision-making process. The Board and
management team, in consultation with clinical, regulatory and other industry-focused advisors, will carefully review and consider the
information that you have provided to assess whether this opportunity could provide a complementary and synergistic product candidate
to our existing Symphony™ platform, as well as how the potential risks and opportunities associated with such a strategy are likely
to affect the value of the Company’s currently outstanding shares of common stock. You can be assured that the Board and management
are well-advised in these matters and will always act in the best interests of stockholders and in accordance with our fiduciary duties
under Delaware law.
While we will evaluate the opportunity based on the limited information
you have shared (which, for example, does not identify the potential counterparty), to the extent that you possess additional diligence
analysis regarding the potential opportunity that you would like us to consider, please forward that information directly to us and we
will consider it as part of our evaluation and analysis. Further, if the potential counterparty would like to directly provide diligence
information to us (including pursuant to a customary non-disclosure agreement, if appropriate), please have the applicable principal(s)
at the potential counterparty contact us directly.
Sincerely,
| /s/ Neil Dey |
|
| |
|
| Neil Dey |
|
| President and Chief Executive Officer |
|

Bluejay Diagnostics, Inc.
360 Massachusetts Avenue, Suite 203, Acton, MA
01720, USA
Tel: (978) 631-4884 | FAX (978) 263-1801
www.bluejaydx.com