Bluejay Diagnostics (NASDAQ: BJDX) closes $8.5M warrant-backed financing
Rhea-AI Filing Summary
Bluejay Diagnostics, Inc. completed a private placement of common stock and warrants generating gross proceeds of $8.5 million and approximately $7.7 million in net proceeds. Investors purchased 3,655,917 shares of common stock (or pre-funded warrants) plus Series G and Series H warrants to buy up to 3,655,917 shares each.
The securities were priced at $2.325 per share (or pre-funded warrant) with accompanying warrants, and the Series G and H warrants carry an exercise price of $2.075 per share. Bluejay plans to use the funds for FDA approval efforts, related clinical studies, other research and development, and general working capital.
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Insights
Bluejay raises $8.5M upfront through a warrant-heavy private financing.
Bluejay Diagnostics completed a private placement totaling $8.5 million in gross proceeds, issuing 3,655,917 shares (or pre-funded warrants) plus matching Series G and H warrants. The warrants are struck at $2.075 and run for up to five years, creating a leveraged path to additional equity.
The company reports approximately $7.7 million in net proceeds after fees, earmarked for FDA approval activities, clinical studies, broader R&D, and working capital. Additional cash could come later if investors exercise the Series G and H warrants, though exercise depends on future market conditions and investor decisions.
The agreements include resale registration obligations, lock-ups on new issuance for 90 days after effectiveness, and restrictions on certain variable rate transactions for one year. These terms structure near-term financing flexibility while limiting dilutive structures, with overall impact depending on future warrant exercises and regulatory progress.
8-K Event Classification
Key Figures
Key Terms
private placement financial
pre-funded warrants financial
registration rights agreement financial
variable rate transactions financial
beneficial ownership limitation financial
fundamental transaction financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Title of each class | Trading Symbol (s) | Name of each exchange on which registered | ||
| The |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 2, 2026, 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”). The private placement closed on June 5, 2026.
Pursuant to the purchase agreement, the Company offered and sold (i) pre-funded warrants to purchase up to 3,655,917 shares of the Company’s common stock (“common stock,” and such warrants, the “Pre-Funded Warrants”), (ii) Series G warrants (the “Series G Warrants”) to purchase up to 3,655,917 shares of common stock and (iii) Series H warrants (the “Series H Warrants”) to purchase up to 3,655,917 shares of common stock. The combined price of securities sold in the private placement was $2.324 per Pre-Funded Warrant and accompanying Series G Warrant and Series H Warrant. The Pre-Funded Warrants are immediately exercisable for shares of common stock at an exercise price of $0.0001 per share, and expire once exercised in full. The Series G Warrants and Series H Warrants are immediately exercisable for shares of common stock at an exercise price of $2.075 per share. The Series G Warrants expire five years from the effective date of the resale registration statement registering the shares of common stock issuable upon exercise of the Pre-Funded Warrants, Series G Warrants and Series H Warrants (the “Effective Date”). The Series H Warrants expire twenty-four months from the Effective Date.
H.C. Wainwright & Co. (the “placement agent”) served as the exclusive placement agent for the private placement.
At closing, the Company received proceeds of approximately $7.7 million after payment to the placement agent of an 7% cash fee, a 1% management 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 April 11, 2026. 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 G Warrants and the Series H Warrants, the “Common Warrants”) to purchase up to an aggregate of 255,915 shares of common stock on the same terms as the Series G Warrants, except that the exercise price per share is 125% of the combined price per Pre-Funded Warrant, Series G Warrant and Series H Warrant sold in the offering, plus $0.0001. In addition, upon the exercise for cash of the Series G Warrants and the Series H Warrants, the Company shall (A) pay the placement agent, (i) a cash fee of 7.0% of the aggregate gross exercise price paid in cash with respect thereto and (ii) a management fee of 1.0% of the aggregate gross exercise price paid in cash with respect thereto and (B) issue to the placement agent (or its designees), placement agent warrants to purchase that number of shares of common stock equal to 7.0% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised.
Pursuant to the terms of the registration rights agreement, the Company has agreed to register for resale, at the Company’s expense, all of the shares of common stock collectively exercisable pursuant to the Pre-Funded Warrants, the Series G Warrants and the Series H Warrants. The Company has agreed to (i) file such a resale registration statement by June 17, 2026, (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 Effective Date, 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, subject to certain exceptions.
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 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 Common 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/or Rule 506 promulgated under the Securities Act as sales to accredited investors.
The foregoing descriptions of the Pre-Funded Warrants, the Series G Warrants, the Series H 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, 4.4, 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 June 2, 2026, the Company issued a press release announcing the pricing of the private placement, and on June 5, 2026, the Company issued a press release announcing the closing of the private placement. Copies 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 G Warrant. | |
| 4.3 | Form of Series H Warrant. | |
| 4.4 | 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 June 2, 2026. | |
| 99.2 | Closing Press Release, dated June 5, 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: June 8, 2026
3
Exhibit 99.1
BLUEJAY DIAGNOSTICS ANNOUNCES UP TO $23.6 MILLION PRIVATE PLACEMENT
PRICED AT-THE-MARKET UNDER NASDAQ RULES
$8.5 million upfront with up to approximately $15.1 million of potential additional gross proceeds upon the exercise in full of warrants
Net proceeds anticipated to extend cash runway into first quarter of 2027, beyond expected FDA submission; if warrants are exercised in full for cash, it is anticipated that the cash runway would extend well beyond FDA approval and first full year of commercialization
ACTON, Mass., June 2, 2026 — Bluejay Diagnostics, Inc. (NASDAQ: BJDX) (“Bluejay” or the “Company”), a medical diagnostics company focused on near-patient testing for critical care, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 3,655,917 shares of common stock (or pre-funded warrant in lieu thereof), series G warrants to purchase up to 3,655,917 shares of common stock and short-term series H warrants to purchase up to 3,655,917 shares of common stock at a purchase price of $2.325 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 G warrants and the short-term series H warrants will have an exercise price of $2.075 per share and will be immediately exercisable upon issuance. The series G warrants will expire five years from the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of the series G warrants, and the short-term series H warrants will expire twenty-four months from the Effective Date. The private placement is expected to close on or about June 3, 2026, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds from the offering are expected to be $8.5 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series G warrants and the short-term series H warrants, if fully exercised on a cash basis, will be approximately $15.1 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. 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, the intended use of proceeds therefrom and the potential exercise of the series warrants prior to their expiration and potential 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, 2025, and in Part II, Item 1A, “Risk Factors” in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, 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
Exhibit 99.2
BLUEJAY DIAGNOSTICS ANNOUNCES CLOSING OF UP TO $23.7 MILLION PRIVATE PLACEMENT
PRICED AT-THE-MARKET UNDER NASDAQ RULES
$8.5 million upfront with up to approximately $15.2 million of potential additional gross proceeds upon the exercise in full of warrants
Net proceeds anticipated to extend cash runway into first quarter of 2027, beyond expected FDA submission; if warrants are exercised in full for cash, it is anticipated that the cash runway would extend well beyond FDA approval and first full year of commercialization
ACTON, Mass., June 5, 2026 — Bluejay Diagnostics, Inc. (NASDAQ: BJDX) (“Bluejay” or the “Company”), a medical diagnostics company focused on near-patient testing for critical care, today announced the closing of its previously announced private placement for the purchase and sale of an aggregate of 3,655,917 shares of common stock (or pre-funded warrant in lieu thereof), series G warrants to purchase up to 3,655,917 shares of common stock and short-term series H warrants to purchase up to 3,655,917 shares of common stock at a purchase price of $2.325 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants priced at-the-market under Nasdaq rules. The series G warrants and the short-term series H warrants have an exercise price of $2.075 per share and are immediately exercisable upon issuance. The series G warrants expire five years from the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of the series G warrants, and the short-term series H warrants expire twenty-four months from the Effective Date.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The gross proceeds from the offering were $8.5 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series G warrants and the short-term series H warrants, if fully exercised on a cash basis, will be approximately $15.2 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. 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 were 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 intended use of proceeds from the offering and the potential exercise of the series warrants prior to their expiration and potential 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, 2025, and in Part II, Item 1A, “Risk Factors” in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, 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 did Bluejay Diagnostics (BJDX) announce in this 8-K filing?
Bluejay Diagnostics reported closing a private placement raising $8.5 million in gross proceeds. The deal combined common stock or pre-funded warrants with Series G and H warrants, providing upfront capital and potential future cash if warrants are exercised, subject to investor decisions and market conditions.
How much capital did Bluejay Diagnostics (BJDX) raise and on what terms?
The company raised $8.5 million in gross proceeds and about $7.7 million net. Investors bought 3,655,917 shares of common stock (or pre-funded warrants) plus Series G and H warrants at $2.325 per share and warrants, with warrant exercise prices set at $2.075 per share.
What are the key features of the Series G and Series H warrants issued by BJDX?
Series G and H warrants each allow purchase of up to 3,655,917 Bluejay common shares at $2.075 per share. They are immediately exercisable, with Series G expiring five years after the resale registration effective date and Series H expiring twenty-four months after that date.
How will Bluejay Diagnostics (BJDX) use the proceeds from the private placement?
Bluejay plans to use net proceeds to support obtaining FDA approval, including related clinical studies. Remaining funds are earmarked for additional research and development activities and general working capital, supporting ongoing development of its Symphony System and IL-6 sepsis test platform.
What registration and lock-up commitments did Bluejay Diagnostics agree to?
The company agreed to file and maintain a resale registration statement for shares underlying the warrants, at its expense. It generally cannot issue new equity or certain convertible securities for 90 days after effectiveness and faces one-year limits on specified variable rate transactions without majority investor consent.
Are there ownership limits on exercising Bluejay Diagnostics’ new warrants?
Yes. Warrant holders cannot exercise if it would push them above a 4.99% or 9.99% beneficial ownership threshold, based on their initial election. They may later adjust this limit up to 9.99% by providing 61 days’ prior written notice to the company.