Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01 Entry into a Material Definitive Agreement. On September 1, 2026, Bluejay Diagnostics, Inc. (the “Company”) entered into a Distribution, Co-Marketing & Strategic Partnership Agreement (the “Distribution Agreement”) with Lovell Government Services, Inc. (“Lovell”), a Service-Disabled Veteran-Owned Small Business (“SDVOSB”) specializing in federal healthcare distribution.…
Bluejay Diagnostics, Inc. is a medical diagnostics company focused on improving patient outcomes using its Symphony™ System, a cost-effective, rapid, near-patient testing system for sepsis triage and monitoring of disease progression. Bluejay does not yet have regulatory clearance for the Symphony™ System, and we will need to receive regulatory authorization from the U.S. Food and Drug Administration before Symphony™ can be marketed as a diagnostic product in the United States. Bluejay’s first product candidate, an IL-6 Test for sepsis, is designed to provide accurate, reliable results in approximately 20 minutes from ‘sample-to-result’ to help medical professionals make earlier and better triage/treatment decisions. More information is available at www.bluejaydx.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2026, Bluejay
Diagnostics, Inc. (the “Company”) entered into a Distribution, Co-Marketing & Strategic Partnership Agreement (the “Distribution
Agreement”) with Lovell Government Services, Inc. (“Lovell”), a Service-Disabled Veteran-Owned Small Business (“SDVOSB”)
specializing in federal healthcare distribution. The Distribution Agreement establishes the terms under which Lovell will serve as a distributor
of the Company’s medical diagnostic products to federal, state, and local government customers in the U.S. following applicable U.S.
Food and Drug Administration (“FDA”) clearance or other required regulatory authorization.
Under the Distribution Agreement,
the Company has granted Lovell (a) a non-exclusive right to list and resell the Company’s products on open-market (non-set-aside)
federal, state, and local government procurements in the U.S., and (b) a sole and exclusive right to distribute the Company’s products
for all federal procurement opportunities requiring or favoring SDVOSB set-aside status, including procurements by the U.S. Department
of Veterans Affairs (“VA”), Department of Defense (“DoD”), and Indian Health Service (“IHS”), whether
conducted through VA Federal Supply Schedule, GSA Advantage, GSA Multiple Award Schedule, ECAT, DAPA, or any successor contract vehicles.
During the term of the Distribution Agreement, the Company may not appoint, authorize, or permit any other set-aside distributor to list,
market, bid on, or resell the Company’s products within the exclusive set-aside territory.
Product pricing is subject
to change by the Company upon written notice, provided that all prices listed on Lovell’s federal contract catalogs remain fixed
for a minimum of twelve months from the original catalog listing date. The Company must provide Lovell at least ninety days’ advance
written notice of any proposed price increase to allow for federal contracting authority review, and the Company may submit up to two
price increase requests per calendar year. Lovell is required to remit full payment to the Company within three business days after receipt
of payment from the applicable federal government customer for the corresponding order, or within thirty days following Lovell’s receipt
of a valid invoice, whichever is later. Any undisputed amount not paid when due accrues interest at the lesser of 18% per annum or the
maximum rate permitted by applicable law.
In connection with the Distribution
Agreement, the Company paid a one-time discounted establishment fee of $5,500 for multi-contract vehicle setup. Lovell is entitled to
an approximate fifteen percent distribution fee on gross sales made through its federal catalogs, which amount is added to the Company’s
cost of goods sold and does not reduce the Company’s profit margin. In addition, a two percent fee on gross sales is allocated for
sales made through Lovell’s catalogs listed with DAPA prime vendors.
The Distribution Agreement
provides for a co-marketing and strategic partnership under which the parties will collaborate in good faith to develop awareness of the
Company’s products and technology among U.S. federal healthcare stakeholders, including the VA, DoD, Defense Health Agency, and
IHS, following applicable FDA clearance or other required regulatory authorization. Activities under the co-marketing arrangement may
include joint marketing plans, conferences, educational initiatives, product demonstrations, and digital campaigns.
The Distribution Agreement
has an initial term of two years and automatically renews for successive one-year terms unless either party provides at least ninety days’
advance written notice of non-renewal prior to the end of the then-current term. Either party may terminate the Distribution Agreement
immediately if the other party (i) is suspended, excluded, or sanctioned under a state or federal healthcare program or convicted of certain
criminal offenses, (ii) is subject to bankruptcy proceedings, (iii) has a final, non-appealable judgment entered against it in excess
of $100,000 that materially impairs its ability to perform, or (iv) permanently discontinues its operations. Either party may also terminate
the Distribution Agreement if the other party is in default of any obligation and fails to cure such default within thirty days after
receiving written notice of such default.
The foregoing description of
the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 8, 2026, the
Company issued a press release in connection with the matters discussed herein under item 1.01. A copy of that press release 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, nor shall it be incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Distribution, Co-Marketing & Strategic Partnership Agreement dated September 1, 2026, between Bluejay Diagnostics, Inc. and Lovell Government Services, Inc.
99.1 Press Release, dated September 8, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Filed exhibits (1)
EX-99.1 (by filename) ea030486401ex99-1.htm
EX-99.1
3
ea030486401ex99-1.htm
PRESS RELEASE, DATED SEPTEMBER 8, 2026
Exhibit 99.1
Bluejay Diagnostics and Lovell Government Services Announce Partnership
to Expand Access to U.S. Federal Healthcare Markets
Partnership Establishes Federal Distribution and Co-Marketing
Framework Across VA, DoD, Military Health Systems and Other Government Healthcare Channels
ACTON, Mass. and PENSACOLA, Fla. - September 8, 2026 -
Bluejay Diagnostics, Inc. (NASDAQ: BJDX) (“Bluejay” or the “Company”), a medical diagnostics company focused on
improving patient outcomes through its Symphony™ near-patient diagnostic platform, and Lovell Government Services, Inc. (“Lovell”),
a Service-Disabled Veteran-Owned Company (“SDVOSB”) specializing in federal healthcare distribution, today announced a distribution,
co-marketing and strategic partnership designed to support the introduction of Bluejay’s products into the U.S. federal healthcare
market following applicable U.S. Food and Drug Administration (“FDA”) clearance or other required regulatory authorization.
The partnership is designed to establish a scalable federal market
access and procurement infrastructure in advance of potential commercializat…