Bluejay Diagnostics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On October 9, 2025, Bluejay Diagnostics, Inc. (the “Company”), in connection with a private placement of the Company’s securities, entered into with certain institutional, accredited investors (i) a securities purchase agreement, and (ii) a registration rights agreement. The private placement closed on October 10, 2025.
Pursuant to the purchase agreement, the Company offered and sold (i) an aggregate of 175,000 shares of the Company’s common stock (“common stock”) and pre-funded warrants to purchase up to 2,075,000 shares of common stock (“Pre-Funded Warrants”), and (ii) Series F warrants (“Series F Warrants”) to purchase up to 4,500,000 shares of common stock. The combined price of securities sold in the private placement was $2.00 per share of common stock (or pre-funded warrant in lieu thereof, in which case such price was reduced by $0.0001) and accompanying Series F Warrants to acquire two shares of common stock. The Pre-Funded Warrants are exercisable for shares of common stock at an exercise price of $0.0001 per share, are immediately exercisable and expire once exercised in full. The Series F Warrants are exercisable for shares of common stock at an exercise price of $1.75 per share, are immediately exercisable and expire five and one-half years from the date of issuance.
Rodman and Renshaw LLC served as the exclusive placement agent for the private placement.
At closing, the Company received proceeds of approximately $4.0 million after payment to the placement agent of an 8% cash fee and reimbursement of certain fees and expenses of the placement agent, in each case, pursuant to an engagement letter entered into with the placement agent on August 29, 2025. In addition, pursuant to such engagement letter, the Company issued to the placement agent (or its designees) warrants (“Placement Agent Warrants” and together with the Series F Warrants, the “common warrants”) to purchase up to an aggregate of 180,000 shares of common stock on the same terms as the Series F Warrants, except that the exercise price per share is 125% of the combined price per share and Series F Warrants sold in the offering.
Pursuant to the terms of the registration rights agreement, the Company has agreed to register for resale, at the Company’s expense, the 175,000 shares of common stock sold in the private placement and the 6,755,000 shares of common stock collectively exercisable pursuant to the Pre-Funded Warrants, the Series F Warrants and the Placement Agent Warrants. The Company has agreed to (i) file such a resale registration statement by October 24, 2025, (ii) use its best efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible after filing (and in no event later than certain dates specified in the registration rights agreement, depending on the circumstances), and (iii) use its best efforts to keep such resale registration statement continuously effective under the Securities Act until the date that all shares of common stock registered thereunder have been sold or may be sold without registration under Rule 144. Failure by the Company to meet the filing deadlines and other requirements set forth in the registration rights agreement would subject the Company to certain specified liquidated damages amounts payable to the purchasers in the private placement.
Pursuant to the terms of the purchase agreement, the Company generally may not, until the date that is 90 calendar days after the date that the resale registration statement has been declared effective by the SEC, issue or enter into agreements to issue shares of common stock or securities convertible into or exercisable for common stock. In addition, the purchase agreement provides that until the date that is one year following the date that the resale registration statement is declared effective by the SEC, the Company may not, without the prior written consent of investors who purchased a majority of the securities sold in the private placement, (i) engage in certain “variable rate transactions” (as defined in the purchase agreement) related to its securities, or (ii) undertake a reverse or forward stock split or recapitalization, other than in the good faith determination of the Company’s board of directors to maintain its listing on the Nasdaq Capital Market.
Holders of the warrants will not have the right to exercise any portion of such warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99% (at the initial election of the holder) of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, provided that a holder may increase or decrease such beneficial ownership limitation up to, and no higher than, 9.99%, by giving 61 calendar days’ notice to the Company.
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The common warrants include certain rights upon a “fundamental transaction” (as defined in the common warrants), including the right of the holders thereof to receive from the Company or a successor entity cash or the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of common stock in such fundamental transaction in the amount of the “Black Scholes value” (as defined in such common warrants) of the unexercised portion of the applicable warrants on the date of the consummation of such fundamental transaction.
The shares of common stock and warrants sold and issued in the private placement were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors.
The foregoing descriptions of the Pre-Funded Warrants, the Series F Warrants, the Placement Agent Warrants, the purchase agreement, and the registration rights agreement are not complete and are qualified in their entirety by reference to the full text of such warrants and/or agreements, the forms of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On October 9, 2025, the Company issued a press release announcing the pricing of the private placement, and on October 10, 2025, the Company issued a press release announcing the closing of the private placement. A copy of such press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 8.01.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 4.2 | Form of Series F Warrant. | |
| 4.3 | Form of Placement Agent Warrant. | |
| 10.1 | Form of Securities Purchase Agreement. | |
| 10.2 | Form of Registration Rights Agreement. | |
| 99.1 | Pricing Press Release, dated October 9, 2025. | |
| 99.2 | Closing Press Release, dated October 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: October 14, 2025
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