Bluejay Diagnostics Enters Loan Agreement, Sells Equity

TL;DR

Bluejay got a loan and sold stock on 5/31.

AI Summary

On May 31, 2024, Bluejay Diagnostics, Inc. entered into a Material Definitive Agreement, specifically a loan agreement with an undisclosed lender. This agreement creates a direct financial obligation for the company. The filing also notes the creation of an obligation under an off-balance sheet arrangement and the unregistered sale of equity securities.

Why It Matters

This filing indicates Bluejay Diagnostics has secured new financing and potentially issued new shares, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The creation of new debt and unregistered equity sales can introduce financial risk and potential dilution for existing shareholders.

Key Players & Entities

• Bluejay Diagnostics, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share BJDX The Nasdaq Capital M
• $1,000,000 — as agreed to provide the Company with a $1,000,000 cash subscription in exchange for the i
• $1,176,470 — will be repayable in an amount equal to $1,176,470, with the difference between such amoun
• $1,111,110 — vely be repayable in an amount equal to $1,111,110, with the difference between such amoun

Filing Documents

• ea0207158-8k_bluejay.htm (8-K) — 32KB
• ea0207158ex10-1_bluejay.htm (EX-10.1) — 166KB
• ea0207158ex10-2_bluejay.htm (EX-10.2) — 176KB
• ea0207158ex10-3_bluejay.htm (EX-10.3) — 112KB
• 0001213900-24-048546.txt ( ) — 781KB
• bjdx-20240531.xsd (EX-101.SCH) — 3KB
• bjdx-20240531_lab.xml (EX-101.LAB) — 33KB
• bjdx-20240531_pre.xml (EX-101.PRE) — 22KB
• ea0207158-8k_bluejay_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . On May 31, 2024, Bluejay Diagnostics, Inc. (the "Company") entered into a Note Purchase Agreement with an accredited investor (the "NPA"), and a Securities Purchase Agreement with three accredited investors (the "SPA"). Under the terms of the NPA, an investor has agreed to provide the Company with a $1,000,000 cash subscription in exchange for the issuance of a senior secured note. The note will be repayable in an amount equal to $1,176,470, with the difference between such amount and the subscription amount being an original issue discount. Under the terms of the SPA, the three investors have agreed to collectively provide the Company with a separate $1,000,000 cash subscription in exchange for the issuance of senior secured notes, and the collective issuance of 580,308 shares of the Company's common stock. The notes will collectively be repayable in an amount equal to $1,111,110, with the difference between such amount and the subscription amount also being an original issue discount. The notes will each mature and be repayable in cash on September 1, 2024, other than in the case of an event of default or change in control event. The Company has granted to the collective holders of the notes issued under the NPA and SPA a first lien and continuing first priority security interest in and to substantially all assets of the Company. The notes will not otherwise accrue interest beyond the original issue discount amounts unless an event of default occurs. Under the terms of the NPA and SPA, the Company is required to file within 14 calendar days of the closing date a registration statement with the Securities and Exchange Commission for a public offering of its securities, and consummate a financing transaction within 90 days of such closing date. The Company's failure to do would constitute an event of default. The Company is also required to use 100% of the net proceeds of any such offering (or any other of

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of the notes and the 580,308 shares of the Company's common stock will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Number Description 10.1 Form of Note Purchase Agreement, dated May 31, 2024 10.2 Form of Securities Purchase Agreement, dated May 31, 2024 10.3 Form of Senior Secured Note, dated June 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 SIGNATURE Pursuant to the requirements of the Securities and 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 Dated: May 31, 2024 2