Bluejay Diagnostics, Inc. (NASDAQ: BJDX) (“Bluejay” or the
“Company”), a medical technology company developing rapid
diagnostics on its Symphony platform to improve patient outcomes in
critical care settings, today announced the pricing of a firm
commitment underwritten public offering with gross proceeds to the
Company expected to be approximately $8.75 million, before
deducting underwriting discounts and other estimated expenses
payable by the Company. The base offering consists of 5,368,098
Common Units or Prefunded Units, each Unit consisting of one share
of the Company’s common stock (“Common Stock”) or one pre-funded
warrant to purchase one share of Common Stock (each, a “Prefunded
Warrant”), two Class C warrants each to purchase one share of our
common stock (each, a “Class C Warrant”) and one Class D Warrant to
purchase such number of shares of common stock as determined in the
Class D Warrant (each, a “Class D Warrant” and together with the
Class C Warrants, the “Common Warrants”). The purchase price of
each Common Unit was $1.63, and the purchase price of each
Prefunded Unit is $1.6299 (which is equal to the public offering
price per Common Unit minus $0.0001). The Prefunded Warrants will
be immediately exercisable and may be exercised at any time until
all the Prefunded Warrants are exercised in full.
The Class C Warrants, which will not be
exercisable until approval by the Company’s stockholders, will have
an initial exercise price of $1.96 per share, and will expire
five (5) years from the date of such stockholder approval. Each
Class D Warrant will be exercisable immediately. The exercise price
and number of shares of Common Stock issuable under the Class D
Warrants are subject to adjustment as described in the Class D
Warrant. The Company intends to use the net proceeds from the
offering to (i) repay $2.3 million in outstanding debt that will be
due and payable upon consummation of the offering and (ii) fund
matters related to obtaining FDA approval (including clinical
studies related thereto), as well as for other research and
development activities, and for general working capital needs.
In addition, the Company has granted Aegis
Capital Corp. a 45-day option to purchase additional shares of
Common Stock and/or Common Warrants, representing up to 15% of the
number of securities sold in the offering, solely to cover
over-allotments, if any.
The closing of the offering is expected to occur
on June 28, 2024, subject to the satisfaction of customary closing
conditions.
Aegis Capital Corp. acted as the
underwriter for the offering. Hogan Lovells US LLP acted as counsel
to the Company for the offering. Kaufman & Canoles, P.C. served
as counsel to Aegis Capital Corp. for the offering.
The securities described above are being offered
pursuant to a registration statement on Form S-1 (File
No. 333-280253) originally filed with
the Securities and Exchange Commission (“SEC”)
on June 17, 2024, as amended, and which registration statement
became effective on June 26, 2024. The offering is being made
only by means of a prospectus, which forms a part of the effective
registration statement. When available, electronic copies of the
final prospectus may be obtained for free on
the SEC's website located
at http://www.sec.gov and may also be obtained, when
available, by contacting Aegis Capital Corp., Attention:
Syndicate Department, 1345 Avenue of the Americas, 27th floor, New
York, NY 10105, by email at syndicate@aegiscap.com, or by telephone
at (212) 813-1010. Before investing in this offering, interested
parties should read in their entirety the registration statement
and the preliminary prospectus and the other documents that the
Company has filed with the SEC that are incorporated by reference
in such registration statement and the preliminary prospectus,
which provide more information about the Company and the
offering.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
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’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 in this press release include, without limitation,
statements pertaining to the completion of the offering, the
satisfaction of customary closing conditions related to the
offering and the intended use of proceeds from the offering.
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 our most recently filed Form 10-K
filed with the Securities and Exchange Commission, as updated
by the Company’s subsequent Quarterly Reports on Form 10-Q.
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 DeyBluejay Diagnostics,
Inc.neil.dey@bluejaydx.com978-631-0310
Website: www.bluejaydx.com
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