BullFrog AI (NASDAQ: BFRG) raises $3.45M to address Nasdaq equity rule

Q: Why did BullFrog AI (BFRG) receive a Nasdaq non-compliance notice?

BullFrog AI received a Nasdaq notice for not meeting the Nasdaq Listing Rule 5550(b)(1) requirement that certain Capital Market companies maintain minimum stockholders’ equity of $2,500,000 . This deficiency triggered a review process and the option to request a hearing before a Nasdaq Hearings Panel.

Q: How did BullFrog AI (BFRG) respond to the Nasdaq listing deficiency?

BullFrog AI requested a hearing before an independent Nasdaq Hearings Panel , which stayed any suspension or delisting actions during the process. It also raised capital, reporting at least $3.45 million in net proceeds from common stock sales to bolster stockholders’ equity above the required threshold.

Q: Is BullFrog AI (BFRG) now in compliance with Nasdaq’s equity requirement?

BullFrog AI states that, as of the report date, it believes its stockholders’ equity now exceeds $2.5 million , the level required by Nasdaq Listing Rule 5550(b)(1) . This belief is based on recent equity raises and is described within forward-looking statements subject to risks.

Q: What role do at-the-market sales play in BullFrog AI’s (BFRG) finances?

The company used an existing at-the-market sales agreement alongside an equity line of credit facility to sell common stock. These transactions generated at least $3.45 million in net proceeds, which the company believes increased stockholders’ equity enough to meet Nasdaq’s minimum equity requirement.

Q: What forward-looking risks does BullFrog AI (BFRG) highlight in this update?

BullFrog AI cautions that statements about the outcome of the Nasdaq Panel hearing and its ability to regain or maintain compliance with Nasdaq listing rules are forward-looking. These are subject to risks and uncertainties that could cause actual results to differ materially from current expectations.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

The company reports at least $3.45 million in net proceeds from equity sales, which it believes have increased stockholders’ equity above the $2.5 million Nasdaq minimum, addressing a prior listing deficiency.

Negative

None.

Insights

BullFrog AI uses $3.45M equity raises to claim compliance with Nasdaq’s $2.5M stockholders’ equity rule.

BullFrog AI Holdings discloses net proceeds of at least $3.45 million from stock sales through an at-the-market program and an equity line of credit. It believes these transactions have lifted stockholders’ equity above the $2.5 million threshold required by Nasdaq Listing Rule 5550(b)(1).

This development directly addresses the company’s earlier non-compliance notice and ongoing process with a Nasdaq Hearings Panel. However, the outcome of any hearing and the company’s continued compliance remain uncertain, as highlighted by the forward-looking statements caution. Future Nasdaq determinations and subsequent disclosures will clarify the listing status.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Net proceeds from stock sales: $3.45 million Nasdaq minimum stockholders’ equity: $2,500,000

2 metrics

Net proceeds from stock sales $3.45 million Aggregate net proceeds from ATM and equity line common stock sales

Nasdaq minimum stockholders’ equity $2,500,000 Required stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, at-the-market sales agreement, equity line of credit facility, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires certain companies..."

stockholders’ equity financial

"to maintain minimum stockholders’ equity of $2,500,000 (the “Stockholders’ Equity Requirement”)."

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

at-the-market sales agreement financial

"completed certain sales of its common stock under its existing at-the-market sales agreement..."

An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.

equity line of credit facility financial

"and equity line of credit facility for aggregate net proceeds of at least $3.45 million."

An equity line of credit facility is a financing agreement that lets a company raise cash on demand by issuing new shares to a lender or investor as draws are made, similar to a credit card that’s paid by giving up a small portion of ownership instead of cash. It matters to investors because it provides flexible cash when needed but increases the number of shares outstanding, which can dilute existing ownership and affect the stock price.

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995..."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/01/2026 - 02:56 PM

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 31, 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 8.01. Other Matters.

As originally disclosed, on August 21, 2025, BullFrog AI Holdings, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires certain companies listed on The Nasdaq Capital Market to maintain minimum stockholders’ equity of $2,500,000 (the “Stockholders’ Equity Requirement”). The Company ultimately requested a hearing before an independent Nasdaq Hearings Panel (the “Panel”) to address the deficiency, which request stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period that may be granted by the Panel following the hearing.

Since requesting such hearing, the Company has completed certain sales of its common stock under its existing at-the-market sales agreement and equity line of credit facility for aggregate net proceeds of at least $3.45 million. As a result of the foregoing transactions, as of the date of this Current Report on Form 8-K, the Company believes it now has stockholders’ equity of more than $2.5 million in compliance with the Stockholders’ Equity Requirement.

Cautionary Note regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control, and that may cause results to differ materially from expectations. Examples of forward-looking statements include, among others, statements regarding the outcome of any hearing before the Nasdaq Panel and the Company’s ability to regain compliance with Nasdaq listing rules. The forward-looking statements made in this report speak only as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are being furnished herein:

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: April 1, 2026	BullFrog AI Holdings, Inc.

	By:	/s/ Vininder Singh
	Name:	Vininder Singh
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why did BullFrog AI (BFRG) receive a Nasdaq non-compliance notice?

BullFrog AI received a Nasdaq notice for not meeting the Nasdaq Listing Rule 5550(b)(1) requirement that certain Capital Market companies maintain minimum stockholders’ equity of $2,500,000. This deficiency triggered a review process and the option to request a hearing before a Nasdaq Hearings Panel.

How did BullFrog AI (BFRG) respond to the Nasdaq listing deficiency?

BullFrog AI requested a hearing before an independent Nasdaq Hearings Panel, which stayed any suspension or delisting actions during the process. It also raised capital, reporting at least $3.45 million in net proceeds from common stock sales to bolster stockholders’ equity above the required threshold.

How much capital has BullFrog AI (BFRG) recently raised?

BullFrog AI states it has completed sales of its common stock generating aggregate net proceeds of at least $3.45 million. These sales occurred under its existing at-the-market sales agreement and equity line of credit facility, and are central to improving its stockholders’ equity position.

Is BullFrog AI (BFRG) now in compliance with Nasdaq’s equity requirement?

BullFrog AI states that, as of the report date, it believes its stockholders’ equity now exceeds $2.5 million, the level required by Nasdaq Listing Rule 5550(b)(1). This belief is based on recent equity raises and is described within forward-looking statements subject to risks.

What role do at-the-market sales play in BullFrog AI’s (BFRG) finances?

The company used an existing at-the-market sales agreement alongside an equity line of credit facility to sell common stock. These transactions generated at least $3.45 million in net proceeds, which the company believes increased stockholders’ equity enough to meet Nasdaq’s minimum equity requirement.

What forward-looking risks does BullFrog AI (BFRG) highlight in this update?

BullFrog AI cautions that statements about the outcome of the Nasdaq Panel hearing and its ability to regain or maintain compliance with Nasdaq listing rules are forward-looking. These are subject to risks and uncertainties that could cause actual results to differ materially from current expectations.

Filing Exhibits & Attachments

4 documents