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Bluejay Diagnostics (BJDX) reviews NorthStrive proposal for cough therapy acquisition

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bluejay Diagnostics, Inc. outlined its response to investor NorthStrive Fund II LP, which suggested that Bluejay explore acquiring a Phase‑1‑ready therapeutic program targeting refractory chronic cough to expand its pipeline.

Bluejay emphasized that its current priority is advancing its Symphony™ near‑patient critical care diagnostics platform, including completing the SYMON™ II clinical study, scaling up manufacturing, and preparing an FDA submission. The board and management, with external clinical and regulatory advisors, plan to carefully evaluate the proposed acquisition for strategic fit, potential synergies with Symphony™, and impact on existing shareholders, while remaining focused on prudent use of cash and fiduciary obligations.

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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)

 

(844327-7078

(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).

 

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: March 16, 2026    

 

2

 

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

 

Filing Exhibits & Attachments

4 documents
Bluejay Diagnostics Inc

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