8-K
BullFrog AI Holdings, Inc. (BFRG)
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): April 22, 2026
BULLFROG
AI HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Nevada | 001-41600 | 84-4786155 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
325Ellington 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br>Stock, par value $0.00001 per share | BFRG | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
| Tradeable<br> Warrants | BFRGW | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> 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. ☐
Item8.01 Other Events.
On April 22, 2026, BullFrog AI Holdings, Inc. (the “Company”) issued a press release announcing the Company received a notification letter on April 21, 2026 from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that it had regained compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.
CautionaryNote 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. 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.
Item9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
The following exhibits are being furnished herein:
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | Press Release by BullFrog AI Holdings, Inc., dated April 22, 2026 |
| 104 | Cover<br> 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:<br> April 22, 2026 | BullFrog AI Holdings, Inc. | |
|---|---|---|
| By: | /s/ Vininder Singh | |
| Name: | Vininder<br> Singh | |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
BullFrogAI Regains Compliance with Nasdaq Shareholders’ Equity Requirement
Strengthenedbalance sheet provides capital runway into late 2027
GAITHERSBURG, Md., April 22, 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 that it has received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has regained compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”). On April 21, 2026, the Company received a letter from Nasdaq notifying the Company that it had regained compliance with the Stockholders’ Equity Rule, which requires listed companies to maintain stockholders’ equity of at least $2,500,000. As a result of sales under the Company’s existing at-the-market sales facility and equity-line-of-credit facility, the Company regained compliance with the Stockholders’ Equity Rule as of April 21, 2026. The letter also stated that the Company will be subject to a mandatory panel monitor for a period of one year commencing on April 21, 2026. If, within the one-year monitoring period, the Nasdaq Listing Qualifications Staff finds the Company out of compliance with the Stockholders’ Equity Rule, the Company will not be permitted additional time to regain compliance. However, the Company will have an opportunity to request a new hearing with the Nasdaq Hearings Panel prior to the Company’s securities being delisted from Nasdaq.
“Today’s announcement is a result of executing important business objectives, on plan, in the first quarter,” said BullFrog AI’s Founder and CEO Vin Singh. “First and foremost, our commercial agreement announced in March with a top 5 global pharmaceutical company serves as high-profile third-party validation of the capabilities embedded within BullFrog AI’s proprietary technology. Second, with that pivotal commercial validation in hand, we were able to extend our cash runway by over a year, prioritizing investor friendly, minimally dilutive financing structures that preserve value. Maintaining our Nasdaq listing as a result of organic business wins and a solid balance sheet is integral to our commitment to create value for our shareholders,” concluded Mr. Singh.
AboutBullFrog 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.
SafeHarbor 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