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Prefunded warrants fully exercised at Bluejay Diagnostics (NASDAQ: BJDX)

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(High)
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8-K

Rhea-AI Filing Summary

Bluejay Diagnostics, Inc. reported that all prefunded warrants issued in its October 2025 private placement were fully exercised as of February 19, 2026, leaving no prefunded warrants outstanding. After these exercises, the company has approximately 972,000 shares of common stock outstanding.

The company also has cash exercisable warrants outstanding for approximately 1.5 million shares, all with a cash exercise price of $7.00 or higher per share. Bluejay highlighted that several recent Schedule 13G filings do not reflect its 1-for-4 reverse stock split completed on January 29, 2026, so share amounts in those reports may appear higher than current post-split ownership.

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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   001-41031   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)

 

(844327-7078

(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).

 

1

 

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: February 20, 2026

 

 

2

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

FAQ

What key warrant update did Bluejay Diagnostics (BJDX) announce?

Bluejay Diagnostics announced that all prefunded warrants from its October 2025 private placement were fully exercised as of February 19, 2026. As a result, the company no longer has any prefunded warrants of any class or tranche outstanding.

How many Bluejay Diagnostics (BJDX) common shares are now outstanding?

Following the full exercise of all prefunded warrants, Bluejay Diagnostics reported approximately 972,000 shares of common stock outstanding. This reflects the company’s updated share count after the October 2025 prefunded warrant exercises were completed.

What cash exercisable warrants remain outstanding for Bluejay Diagnostics (BJDX)?

Bluejay Diagnostics has cash exercisable warrants outstanding for approximately 1.5 million shares of common stock. All of these warrants carry a cash exercise price of $7.00 or greater per share, according to the company’s February 20, 2026 update.

How does Bluejay Diagnostics’ recent reverse stock split affect Schedule 13G filings?

Bluejay Diagnostics noted that several recent Schedule 13G filings do not reflect its 1-for-4 reverse stock split completed on January 29, 2026. As a result, reported beneficial ownership amounts in those filings may be significantly higher than current post-split share counts.

What is Bluejay Diagnostics’ primary product focus?

Bluejay Diagnostics is developing the Symphony System, a rapid, near-patient testing platform focused initially on an IL-6 Test for sepsis triage. The system aims to deliver sample-to-result information in about 20 minutes to assist earlier and better treatment decisions.

Does Bluejay Diagnostics (BJDX) have FDA clearance for the Symphony System?

Bluejay Diagnostics does not yet have regulatory clearance for the Symphony System. The company states it will need authorization from the U.S. Food and Drug Administration before Symphony can be marketed as a diagnostic product in the United States.

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Bluejay Diagnostics Inc

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