Bluejay Diagnostics Files 8-K: Material Agreement & Equity Sales

TL;DR

Bluejay Diagnostics signed a material deal and sold some stock on Oct 9th.

AI Summary

On October 9, 2025, Bluejay Diagnostics, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Bluejay Diagnostics, Inc. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2.00 — ities sold in the private placement was $2.00 per share of common stock (or pre-funde
• $0.0001 — in which case such price was reduced by $0.0001) and accompanying Series F Warrants to
• $1.75 — of common stock at an exercise price of $1.75 per share, are immediately exercisable
• $4.0 million — pany received proceeds of approximately $4.0 million after payment to the placement agent of

Filing Documents

• ea0260965-8k_bluejay.htm (8-K) — 35KB
• ea026096501ex4-1_bluejay.htm (EX-4.1) — 89KB
• ea026096501ex4-2_bluejay.htm (EX-4.2) — 92KB
• ea026096501ex4-3_bluejay.htm (EX-4.3) — 92KB
• ea026096501ex10-1_bluejay.htm (EX-10.1) — 235KB
• ea026096501ex10-2_bluejay.htm (EX-10.2) — 134KB
• ea026096501ex99-1_bluejay.htm (EX-99.1) — 12KB
• ea026096501ex99-2_bluejay.htm (EX-99.2) — 9KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-098281.txt ( ) — 1043KB
• bjdx-20251009.xsd (EX-101.SCH) — 3KB
• bjdx-20251009_lab.xml (EX-101.LAB) — 33KB
• bjdx-20251009_pre.xml (EX-101.PRE) — 22KB
• ea0260965-8k_bluejay_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 9, 2025, 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 closed on October 10, 2025. Pursuant to the purchase agreement, the Company offered and sold (i) an aggregate of 175,000 shares of the Company's common stock ("common stock") and pre-funded warrants to purchase up to 2,075,000 shares of common stock ("Pre-Funded Warrants"), and (ii) Series F warrants ("Series F Warrants") to purchase up to 4,500,000 shares of common stock. The combined price of securities sold in the private placement was $2.00 per share of common stock (or pre-funded warrant in lieu thereof, in which case such price was reduced by $0.0001) and accompanying Series F Warrants to acquire two shares of common stock. The Pre-Funded Warrants are exercisable for shares of common stock at an exercise price of $0.0001 per share, are immediately exercisable and expire once exercised in full. The Series F Warrants are exercisable for shares of common stock at an exercise price of $1.75 per share, are immediately exercisable and expire five and one-half years from the date of issuance. Rodman and Renshaw LLC served as the exclusive placement agent for the private placement. At closing, the Company received proceeds of approximately $4.0 million after payment to the placement agent of an 8% cash 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 August 29, 2025. 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 F Warrants, the "common warrants") to purchase up to an aggregate of 1

02. Unregistered Sales of Equity Securities

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.

01. Other Events

Item 8.01. Other Events. On October 9, 2025, the Company issued a press release announcing the pricing of the private placement, and on October 10, 2025, the Company issued a press release announcing the closing of the private placement. A copy of such press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this

01

Item 8.01.

01 Exhibits

Item 9.01 Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Pre-Funded Warrant . 4.2 Form of Series F Warrant . 4.3 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 October 9, 2025 . 99.2 Closing Press Release, dated October 10, 2025 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

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: October 14, 2025 3