Bluejay Diagnostics, Inc. 8-K

What Happened Bluejay Diagnostics, Inc. announced a private placement that closed June 5, 2026. The company sold pre‑funded warrants and two series of common‑stock warrants to institutional accredited investors and received approximately $7.7 million in net proceeds after placement agent fees and expenses. H.C. Wainwright & Co. acted as exclusive placement agent.

Key Details

• Closing dates: pricing announced June 2, 2026; closing occurred June 5, 2026.
• Securities sold: pre‑funded warrants to purchase up to 3,655,917 shares, Series G warrants for up to 3,655,917 shares, and Series H warrants for up to 3,655,917 shares. The package was sold at a combined price of $2.324 per pre‑funded warrant plus accompanying Series G and H warrants.
• Exercise prices and expirations: pre‑funded warrants exercisable immediately at $0.0001/share; Series G and H exercisable at $2.075/share. Series G expire five years from the resale registration Effective Date; Series H expire 24 months from that Effective Date.
• Placement agent arrangements: H.C. Wainwright received a 7% cash fee and 1% management fee at closing and reimbursement of expenses; the company issued placement agent warrants to purchase up to 255,915 shares (exercise price = 125% of the combined sale price plus $0.0001, ~ $2.9051). On cash exercise of Series G/H, additional 7% and 1% fees apply and placement agent warrants equal to 7% of exercised shares will be issued.
• Registration rights and limits: the company must file a resale registration statement by June 17, 2026 and use best efforts to get it declared effective and keep it effective until resale is no longer required; failure to meet deadlines can trigger liquidated damages. The purchase agreement also limits issuing additional equity or convertible securities for 90 days after the Effective Date and restricts certain transactions for one year without investor consent. Warrant holders face beneficial‑ownership caps (default 4.99% or optional 9.99%, adjustable with 61 days’ notice).

Why It Matters This transaction immediately provides Bluejay with roughly $7.7M of liquidity to fund operations or corporate needs. However, the issuance of large tranches of warrants creates potential future dilution if those warrants are exercised, and exercise events will trigger additional placement‑agent fees and potential further dilution via placement agent warrants. The registration rights commit the company to register the underlying shares for resale (filed by June 17, 2026), which enables investors to sell shares once the registration is effective. Investors should weigh the near‑term capital benefit against the potential long‑term dilution and the covenants that limit certain corporate actions for 90 days to one year.