Welcome to our dedicated page for BULLFROG AI HLDGS SEC filings (Ticker: BFRG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The BullFrog AI Holdings, Inc. (NASDAQ: BFRG) SEC filings page on Stock Titan provides access to the company’s official regulatory documents, offering detailed insight into its AI-driven drug development business. Through forms such as the S-1 registration statement, investors can review descriptions of BullFrog AI’s core platforms, including the bfLEAP® analytics engine and the bfPREP™ data preparation module, as well as its licensing arrangements with The Johns Hopkins University Applied Physics Laboratory.
Current and prospective shareholders can use BullFrog AI’s SEC filings to understand its corporate structure, status as an emerging growth and smaller reporting company, and the terms of capital-raising arrangements. For example, filings describe a purchase agreement with Lincoln Park Capital Fund, LLC for the potential sale of common stock, along with related registration rights and resale provisions. Proxy statements and Form 8-K reports detail matters such as equity incentive plan amendments, reverse stock split authority, and stockholder votes on share issuance proposals.
Filings also disclose BullFrog AI’s Nasdaq listing status, including notices regarding compliance with stockholders’ equity requirements and any granted extensions to regain compliance. These documents explain the potential consequences of failing to meet listing standards and outline the company’s options under Nasdaq rules.
On Stock Titan, SEC reports such as annual and quarterly filings, registration statements, proxy materials, and current reports are updated as they become available from EDGAR. AI-powered tools can help summarize key sections, highlight changes over time, and surface information on topics like equity plans, licensing obligations, and financing structures, allowing users to review complex filings more efficiently while still referring back to the full official documents.
BullFrog AI Holdings, Inc. amends its shelf to permit at-the-market sales of up to $4.3 million of common stock under its existing Sales Agreement with BTIG, LLC. The supplement states the company’s Public Float is approximately $27.0 million based on 18,447,105 shares outstanding as of April 1, 2026, with about 16.0 million held by non-affiliates. The filing notes prior ATM sales of approximately $4.7 million during the prior 12-calendar month period and that one-third of the Public Float equals about $9.0 million, leaving $4.3 million available under General Instruction I.B.6 of Form S-3. Sales will be made "at the market" on mutually agreed terms and the supplement is qualified by the underlying ATM Prospectus.
BullFrog AI Holdings, Inc. reports that it has raised at least $3.45 million in net proceeds from sales of common stock under its at-the-market sales agreement and equity line of credit facility. The company states that, as a result, it now believes its stockholders’ equity exceeds $2.5 million, the minimum required by Nasdaq Listing Rule 5550(b)(1) for listing on The Nasdaq Capital Market.
The company had previously requested a hearing before an independent Nasdaq Hearings Panel regarding its prior stockholders’ equity deficiency. It cautions that statements about the outcome of any Nasdaq hearing and its ability to regain or maintain listing compliance are forward-looking and subject to risks and uncertainties.
BullFrog AI Holdings, Inc. entered into a one-year Feasibility Agreement with a top global pharmaceutical company to use its bfLEAP® AI and machine learning platform to identify and prioritize novel drug targets for major depressive disorder (MDD). BullFrog AI can earn milestone payments tied to specific deliverables, and the client receives an option for exclusive rights to a selected final target candidate for three years for its own research and development. The agreement is terminable on notice and includes customary protections around intellectual property, indemnification, and confidentiality. A related press release highlights this as high-profile validation of BullFrog AI’s platform in an MDD market valued at more than $8 billion in 2025 and projected to exceed $11 billion by 2032.
BullFrog AI Holdings, Inc. is an early-stage AI-driven biopharmaceutical company using its proprietary bfLEAP™, BullFrog Data Networks™ and bfPREP™ platforms to analyze complex biomedical data and improve drug discovery, rescue failed drugs and support precision medicine development.
The company licenses oncology and liver-disease assets from Johns Hopkins University and George Washington University and maintains multiple royalty-bearing technology licenses with significant future milestone and minimum royalty obligations. It is expanding its data offerings through collaborations, including Lieber Institute for Brain Development and Eleison Pharmaceuticals, and plans to launch a scenario-based decision engine in March 2026.
The filing highlights serious financial and listing risks: as of December 31, 2025, BullFrog held about $2.3 million in cash with an accumulated deficit of roughly $23.3 million, and its auditors expressed substantial doubt about its ability to continue as a going concern. Nasdaq has notified the company of noncompliance with both the stockholders’ equity and minimum bid price requirements, and BullFrog is pursuing an appeal and considering options such as a reverse stock split already approved by stockholders.
BullFrog AI Holdings, Inc. reports that Nasdaq has determined the company did not meet the terms of a previously granted extension to regain compliance with the Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.
As a result, the company’s common stock and tradeable warrants are now subject to potential delisting. BullFrog AI intends to promptly request a hearing before an independent Nasdaq Hearings Panel, which will temporarily stay any suspension or delisting while the hearing process and any Panel-granted extension are in effect.
The company plans to present additional details of its compliance plan and seek more time to meet all applicable Nasdaq listing rules. It cautions that there is no assurance the Panel will grant extra time or that it will ultimately regain compliance. The filing notes that delisting could make trading more difficult, pressure the share and warrant prices, and impair the company’s ability to raise capital.
BullFrog AI Holdings reported that Nasdaq notified the company on February 10, 2026 that its common stock had closed below $1.00 per share for 30 consecutive business days, triggering a deficiency under Nasdaq’s Minimum Bid Price Requirement.
The notice does not immediately affect trading, and the common stock will continue on the Nasdaq Capital Market under “BFRG” and warrants under “BFRGW”. The company has 180 calendar days, until August 10, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. A second 180-day period may be available if other listing standards are met and the company indicates it may use tools such as a reverse stock split. If compliance is not regained, the securities could be delisted, though the company would have appeal rights.
BullFrog AI Holdings filed a prospectus supplement for an at-the-market offering of up to $2.0 million of common stock through BTIG, to be sold from time to time using commercially reasonable efforts.
The company cites a Public Float of approximately $14.0 million based on 11,400,405 shares outstanding, about 9.0 million held by non‑affiliates, and a $1.56 closing price on October 8, 2025. Under Form S‑3 General Instruction I.B.6, one‑third of the Public Float equals about $4.7 million. The company has sold approximately $2.7 million under its ATM in the prior 12 months, leaving about $2.0 million available under this supplement. Sales are deemed “at the market offerings,” and there is no escrow arrangement. If the Public Float increases (including above $75.0 million), the company plans to file another supplement before making additional sales above the stated limits.
BullFrog AI Holdings (BFRG) reported that stockholders approved three proposals at a Special Meeting on October 22, 2025. Holders present or by proxy totaled 5,742,239 shares, representing 56.02% of shares entitled to vote.
Stockholders approved, for Nasdaq Listing Rule 5635(d) compliance, the potential issuance of 20% or more of the company’s common stock under the purchase agreement with Lincoln Park Capital Fund, LLC (Votes For/Against/Withheld/Broker Non-Votes: 2,960,000 / 437,777 / 4,109 / 2,340,353). They also approved a reverse stock split at a ratio of not less than 1-to-2 and not more than 1-to-15, at the Board’s discretion (For/Against/Abstentions: 4,088,004 / 1,611,730 / 42,505).
Additionally, stockholders approved an amendment to the 2022 Equity Incentive Plan to increase the share reserve by 750,000 shares before giving effect to any reverse split (For/Against/Withheld/Broker Non-Votes: 2,970,690 / 418,690 / 12,506 / 2,340,353).
BullFrog AI Holdings (BFRG) filed a Form S-1 registering up to 5,000,000 shares of common stock for resale by Lincoln Park Capital under a September 15, 2025 purchase agreement. The company is not selling any securities in this prospectus and will not receive proceeds from resales by the selling stockholder. Separately, BullFrog may sell shares to Lincoln Park at its discretion after effectiveness for potential gross proceeds of up to $10,000,000 over 36 months.
The registration covers 4,852,318 purchase shares plus 147,682 commitment shares already issued to Lincoln Park. Issuances are subject to a 4.99% beneficial ownership cap and a Nasdaq Exchange Cap of 2,048,936 shares unless stockholders approve more or sales average at least $1.4053. Regular purchases are generally up to 30,000 shares per day (up to 100,000 depending on price) with a $500,000 per‑purchase cap and a $0.50 floor price.
Recent items include ATM sales of 755,116 shares for $1.15 million and a special meeting on October 22, 2025 to vote on a reverse split and approval to exceed the Exchange Cap. The company also disclosed a Nasdaq equity deficiency notice and a going‑concern explanatory paragraph in its latest audit report.