Bluejay Diagnostics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 14, 2024, Bluejay Diagnostics, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) pursuant to which the Company issued and sold to the purchasers named therein (the “Purchasers”) an aggregate of 62,500 shares (the “Securities”) of the Company’s common stock (“Common Stock”) at a price of $2.00 per share (such transaction, the “Private Placement”). The Private Placement closed on March 17, 2026 for aggregate gross proceeds to the Company of $125,000.
The Purchasers are Neil Dey, President and Chief Executive Officer of the Company and a member of the Board of Directors of the Company (the “Board”), Donald Chase, Chair of the Board, and Svetlana Dey, Douglas Wurth and Fred Zeidman, each a member of the Board. Each of the Purchasers acquired 12,500 shares of Common Stock for their own individual account.
The sale of the Securities was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities were issued and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act. Each of the Purchasers represented that it is an “accredited investor” within the meaning of Rule 501 of Regulation D, was acquiring the Securities for its own account, and had no direct or indirect arrangement or understanding with any other persons to distribute or regarding the distribution of such Securities. The Securities were offered and sold without any general solicitation by the Company or its representatives. The Company has not agreed to provide registration rights with respect to any of the Securities.
The description of the terms and conditions of the Agreement is qualified by reference to the full text of such document, which is attached hereto as Exhibit 10.1.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Securities Purchase Agreement by and between the Company and the Purchasers, dated as of March 14, 2026. | |
| 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: March 17, 2026 | ||
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