蓝鸟诊断有限公司美股招股说明书(2025-11-26版)

6,930,000 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption“Selling Stockholders,” or the Selling Stockholders, of up to 6,930,000 shares of our common stock, par value $0.0001 per share, orthe Shares, which are comprised of (i) 175,000 shares of common stock held by one of the Selling Stockholders (the “PIPE Shares”),(ii) 2,075,000 shares of common stock issuable to certain of the Selling Stockholders upon the exercise of pre-funded warrants (“Pre-Funded Warrants”), (iii) 4,500,000 shares of common stock issuable to certain of the Selling Stockholders upon the exercise of series F We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale of shares ofcommon stock by the Selling Stockholders hereunder. We will, however, receive the net proceeds of any Warrants exercised for cash.The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, The Selling Stockholders may sell the shares of our common stock offered by this prospectus from time to time on terms to bedetermined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus underthe caption “Plan of Distribution.” The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of Our common stock is listed on the Nasdaq Capital Market under the symbol “BJDX.” On November 25, 2025, the closing price of ourcommon stock was $1.38 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus andunder similar headings in the documents incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 26, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,”from time to time, of up to 6,930,000 shares of our common stock, par value $0.0001 per share. We are not selling any shares of ourcommon stock under this prospectus, and we will not receive any proceeds from the sale of the Shares offered by the Selling This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, or theSEC. Under this registration statement, the Selling Stockholders may sell from time to time in one or more offerings the commonstock described in this prospectus. This prospectus omits some of the information contained in the registration statement, and referenceis made to the full registration statement for further information with regard to us and the securities being offered by the Selling You should carefully read this prospectus, any documents that we incorporate by reference in this prospectus and the informationbelow under the captions “Where You Can Find More Information” and “Incorporation of Documents By Reference” before makingan investment decision. You should rely only on the information contained or incorporated by reference in this prospectus, ordocuments to which we otherwise refer you. In addition, this prospectus contains summaries of certain provisions contained in some ofthe documents described herein, but reference is made to the actual documents for complete information. We have not authorized any This prospectus includes important information about us, the securities being offered and other information you should know beforeinvesting in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequentto the date set forth on the front cover of this prospectus, even though this prospectus is delivered or securities are sold or otherwisedisposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making yourinvestment decision. All of the summaries in this prospectus are qualified in their entirety by the actual documents. Copies of some of We have not authorized anyone to provide any information or to make any representations other than those contained or incorporatedby reference in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Wetake no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Theinformation contained in this prospectus or incorporated by reference in this prospectus or contained in any applicable free writing For investors outside the Uni