Bluejay Diagnostics Announces $4.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Bluejay Diagnostics (NASDAQ: BJDX) announced a private placement to raise approximately $4.5 million by selling 2,250,000 shares (or pre-funded warrants) and Series F warrants to purchase up to 4,500,000 shares at a $2.00 purchase price and accompanying warrants. The Series F warrants carry a $1.75 exercise price, are exercisable immediately and expire 5.5 years after issuance. The offering is priced at-the-market under Nasdaq rules, is expected to close on or about October 10, 2025, and is being placed exclusively by Rodman and Renshaw. Net proceeds are intended to fund FDA approval efforts (including clinical studies), R&D, and general working capital. Securities will be issued under applicable exemptions and subject to resale registration rights.

Positive

• Gross proceeds of $4.5 million
• 2,250,000 shares (or pre-funded warrants) issued
• Series F warrants cover up to 4,500,000 shares
• Proceeds earmarked for FDA approval and clinical studies

Negative

• Potential dilution from warrants exercisable immediately
• Offering priced at-the-market may pressure near-term share price
• Placement agent fees will reduce net proceeds

Insights

Corporate Finance Analyst

Equity raise provides near-term funding for FDA work but is dilutive and modest relative to likely capital needs.

The transaction will issue 2,250,000 shares (or pre-funded warrants) and Series F warrants exercisable into 4,500,000 shares at an exercise price of $1.75, with gross proceeds of $4.5 million. The financing is an at-the-market private placement priced at $2.00 per unit and is expected to close on or about October 10, 2025. Proceeds are earmarked for FDA approval activities, clinical studies, R&D, and general working capital.

Key dependencies and risks include dilution from immediate-warrant exercisability and a long 5.5-year warrant life that can increase share count if exercised; placement agent fees and offering costs will reduce net proceeds. The stated use of funds ties the financing directly to regulatory milestones, which means the company's runway extension depends on the pace and cost of the FDA-related activities.

Watch for the resale registration filing required under the registration rights agreement, the actual net proceeds after fees, and near-term disclosures on clinical study budgets and timelines; these items will clarify whether the proceeds materially de-risk FDA milestones or only fund near-term operations. Expect updates around the closing (~October 10, 2025) and subsequent filings that show net cash impact.

ACTON, Mass., Oct. 09, 2025 (GLOBE NEWSWIRE) -- Bluejay Diagnostics, Inc. (NASDAQ: BJDX) (“Bluejay” or the “Company”), a medical diagnostics company developing near-patient solutions for critical care, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 2,250,000 shares of common stock (or pre-funded warrant in lieu thereof) and Series F warrants to purchase up to 4,500,000 shares of common stock at a purchase price of $2.00 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The Series F warrants will have an exercise price of $1.75 per share and will be exercisable immediately upon issuance. The Series F warrants will expire 5.5 years from the date of issuance. The private placement is expected to close on or about October 10, 2025, subject to the satisfaction of customary closing conditions.

Rodman and Renshaw LLC is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be $4.5 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to fund matters related to obtaining FDA approval (including clinical studies related thereto), as well as for other research and development activities, and for general working capital needs.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Bluejay Diagnostics:

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’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.

Forward-looking Statements

This press release contains statements that the Company believes are “forward-looking statements” within the meaning of the Private Litigation Reform Act. Forward-looking statements in this press release include, without limitation, statements related to the completion of the offering, the satisfaction of customary closing conditions related to the offering, and the intended use of proceeds therefrom. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “suggest,” “will,” and similar expressions. The Company has based these forward-looking statements on its current expectations and projections about future events, nevertheless, actual results or events could differ materially from the plans, intentions and expectations disclosed in, or implied by, the forward-looking statements the Company makes. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including market and other conditions and those discussed under Part I, Item 1A, “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 31, 2025, and in Part II, Item 1A, “Risk Factors” in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 13, 2025, and in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 7, 2025, as such factors may be updated from time to time in other filings with the SEC and accessible on the SEC’s website at www.sec.gov. You should not place undue reliance on these forward-looking statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may not occur or may be materially different from any future results or performance suggested by the forward-looking statements in this release. This press release speaks as of the date indicated above. The Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any future changes in the Company’s expectations of results or any future change in events, except as required by law.

Investor Contact:
Investor Relations
Bluejay Diagnostics, Inc.
ir@bluejaydx.com
Website: www.bluejaydx.com

FAQ

What is the total size of Bluejay Diagnostics' (BJDX) private placement on October 9, 2025?

The offering is expected to raise gross proceeds of $4.5 million.

How many shares and warrants did BJDX agree to issue in the October 2025 placement?

BJDX agreed to issue 2,250,000 shares (or pre-funded warrants) and Series F warrants to purchase up to 4,500,000 shares.

What are the pricing and exercise terms for BJDX's October 2025 private placement?

Purchase price is $2.00 per share (or pre-funded warrant); Series F warrants exercise at $1.75 and expire in 5.5 years.

When will the BJDX private placement close and who is the placement agent?

The offering is expected to close on or about October 10, 2025, with Rodman and Renshaw as exclusive placement agent.

How does BJDX plan to use the net proceeds from the October 2025 offering?

Net proceeds are intended to fund FDA approval efforts (including clinical studies), R&D, and general working capital.