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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 20, 2026
BLUEJAY
DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| delaware |
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001-41031 |
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47-3552922 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
360 Massachusetts Avenue, Suite 203
Acton,
MA 01720
(Address of principal executive offices and zip
code)
(844) 327-7078
(Registrant’s telephone number, including
area code)
(Former
name or former address, if changed from last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On February 20, 2026, Bluejay Diagnostics, Inc.
issued a press release providing an update regarding certain warrant and capitalization matters. 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 (“Exchange Act”), 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
| 99.1 |
|
Press release, dated February 20, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
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By: |
/s/ Neil Dey |
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Neil Dey |
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President and Chief Executive Officer |
Date: February 20,
2026
Exhibit 99.1
Bluejay Diagnostics
Announces All Prefunded Warrants Now Exercised
ACTON, Mass., February
20, 2026 — Bluejay Diagnostics (NASDAQ: BJDX) today announced that as of February 19, 2026, all of the prefunded warrants issued
by the Company in its October 2025 private placement have been fully exercised, and the Company has no remaining prefunded warrants of
any class or tranche outstanding. Following these exercises, the Company now has approximately 972,000 shares of common stock outstanding.
In addition, the Company has cash exercisable warrants outstanding for approximately 1.5 million shares. All such warrants have a cash
exercise price of $7.00 or greater per share.
The Company notes that
several recent Schedule 13G filings made by investors do not reflect the 1-for-4 reverse stock split that occurred on January 29, 2026,
and investors reading such filings should be aware that current beneficial ownership share amounts may therefore be significantly less
than the number of shares reflected in such reports given that these reports show holdings and total shares outstanding on a pre-split
basis, notwithstanding that such reports were filed after consummation of the 1-for-4 reverse stock split.
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 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.
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 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 item 1A. “Risk Factors”
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange
Commission (the “SEC”) on March 31, 2025, and in Part II, Item 1A, “Risk Factors” in the Company’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May
13, 2025, August 7, 2025 and November 7, 2025, respectively. 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 undertakes no obligation to update any forward-looking statements, whether as a result of
new information, future events, or otherwise, except as required by law. 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:
Neil Dey
Bluejay Diagnostics, Inc.
neil.dey@bluejaydx.com
978-631-0310
Website: www.bluejaydx.com