false
0001829247
0001829247
2026-03-27
2026-03-27
0001829247
BFRG:CommonStockParValue0.00001Member
2026-03-27
2026-03-27
0001829247
BFRG:TradeableWarrantsMember
2026-03-27
2026-03-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 27, 2026
BULLFROG
AI HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
001-41600 |
|
84-4786155 |
| (State
or other jurisdiction of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
325
Ellington Blvd, Unit 317
Gaithersburg,
MD 20878
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (240) 658-6710
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.00001
per
share |
|
BFRG |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
| Tradeable
Warrants |
|
BFRGW |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry Into a Material Definitive Agreement.
On
March 27, 2026, BullFrog AI Holdings, Inc. (the “Company”) entered into a Feasibility Agreement (the “Agreement”)
with a global pharmaceutical company (the “Client”). Pursuant to the Agreement, the Company will apply its proprietary methodology
and artificial intelligence and machine learning tool, bfLEAP®, to discover and provide the Client with prioritized
drug target candidates, associated causal gene networks with target near-neighbors unblinded, and target dossiers for advancement-ready
drug candidates for major depressive disorder (MDD). The Agreement will remain in full force and effect for one year from the
execution of the Agreement.
In
connection with the Agreement, the Company is eligible to receive pre-determined milestone payments upon the delivery of certain deliverables
to the Client. The Client will have the option to receive the exclusive right to use a selected “final target” drug candidate
for its research and development purposes for a period of three years.
The
Client may terminate the Agreement without cause upon thirty days’ notice to the Company, and either party may terminate the Agreement
immediately on written notice of a breach of the Agreement that remains uncured for thirty days following receipt of notice of such breach
from the non-breaching party.
The
Agreement also contains customary representations, warranties and covenants, including with respect to intellectual property, as well
as provisions relating to indemnification, confidentiality and other matters.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the redacted
text of the Agreement, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(10)(iv) of Regulation
S-K) as Exhibit 10.1 hereto and incorporated by reference herein.
Item
8.01. Other Matters.
On
March 30, 2026, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is attached
hereto and incorporated herein by reference as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are being furnished herein:
| Exhibit
No. |
|
Description
|
| 10.1*# |
|
Feasibility
Agreement, dated as of March 27, 2026, by and between BullFrog AI Holdings, Inc. and Client. |
| 99.1 |
|
Press release, dated March 30, 2026. |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
*
Portions of this exhibit have been redacted in accordance with Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish
supplementally an unredacted copy of the exhibit to the SEC upon its request.
#
Schedules and certain exhibits have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally any omitted schedules and exhibits to the SEC upon its request.
SIGNATURE
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.
| Date:
March 30, 2026 |
BullFrog AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Vininder Singh |
| |
Name: |
Vininder
Singh |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
BullFrog
AI Announces Commercial Agreement with Top 5 Global Pharmaceutical Company to Identify and Prioritize Therapeutic Target in Major Depressive
Disorder
Commercial
agreement serves as high-profile third party validation of BullFrog AI’s proprietary capabilities
Agreement
utilizes BullFrog AI’s end-to-end analytical AI platform to accelerate drug discovery and development program
GAITHERSBURG,
Md., March 30, 2026 — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”),
a technology company using artificial intelligence (“AI”) and machine learning to turn complex biomedical data into actionable
insights, today announced a commercial agreement with a top 5 global pharmaceutical company in 2025 by revenue (“Customer”),
to apply the Company’s proprietary bfLEAP® platform to identify and prioritize novel drug targets in major depressive
disorder (MDD), accelerating the Customer’s drug discovery and clinical development program for this indication. The agreement
also provides exclusive access to a target candidate. The MDD market was valued at more than $8 billion in 2025 and expected to grow
at an average annual rate of nearly 5% to reach in excess of $11 billion by 2032, according to Stellar Market Research.
“This
agreement represents strong, high-quality validation of our proprietary capabilities from a leading industry partner, and we are confident
that this relationship will expand across other areas of the Customer’s research and development portfolio,” said BullFrog
AI Founder and CEO Vin Singh. “Our platform provides drug developers with an end-to-end analytical tool engineered to resolve multimodal
biological complexity at scale. Our bfLEAP®, bfPREP™, and bfARENASTM integrated platform leverages causal
network inference to provide drug developers a clearer path forward in the discovery and characterization of drug targets for complex
disease like MDD. We look forward to continuing to build on our successful record in identifying and prioritizing portfolios and expanding
our commercial partnerships.”
Additional
details of the agreement may be found in BullFrog AI’s Current Report on Form 8-K to be filed with the Securities and Exchange
Commission.
About
Major Depressive Disorder (MDD)
Major
depressive disorder (MDD) is diagnosed when an individual has a persistently low or depressed mood, anhedonia or decreased interest in
pleasurable activities, feelings of guilt or worthlessness, lack of energy, poor concentration, appetite changes, psychomotor retardation
or agitation, sleep disturbances, or suicidal thoughts. One of the main causes of disability in the world, MDD has been ranked as the
third cause of the burden of disease worldwide in 2008 by World Health Organization, which has projected that this disease will rank
first by 2030.
About
BullFrog AI
BullFrog
AI leverages artificial intelligence and machine learning to advance drug discovery and development. Through collaborations with leading
research institutions, BullFrog AI uses causal AI in combination with its proprietary bfLEAP® platform to analyze complex
biological data, aiming to streamline therapeutics development and reduce failure rates in clinical trials. For more information visit
BullFrog AI at: https://bullfrogai.com.
Safe
Harbor Statement
This
press release contains forward-looking statements. We base these forward-looking statements on our expectations and projections about
future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events
or our future performance, including: our financial performance and projections; our revenue and earnings; and our business prospects
and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use
terminology such as “may,” “should,” “could,” “will,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements,
you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new
technology and changing market needs; our and our partners’ ability to market and sell our offerings and services, including BullFrog
Data Networks™; our ability to maintain compliance with Nasdaq listing rules; and the competitive environment of our business.
These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements
are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or
our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and
assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties
and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our
representatives might not occur.
Contact:
Investors:
CORE
IR
ir@bullfrogai.com
Media:
CORE
PR
pr@bullfrogai.com
