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BullFrog AI Holdings, Inc. filed a prospectus to register for resale up to 2,000,000 shares of its common stock by Lincoln Park Capital Fund, LLC. These are resale shares; the company will not receive proceeds from Lincoln Park’s secondary sales, though it may receive up to $4,099,102 in gross proceeds if it elects to sell additional shares to Lincoln Park under the Purchase Agreement.
The prospectus states 18,541,651 shares outstanding as of May 13, 2026 (16,140,938 held by non-affiliates) and estimates 20,541,651 shares outstanding if the full 2,000,000 registered shares are issued. The Purchase Agreement caps Lincoln Park’s beneficial ownership at 4.99%. The filing also discloses Nasdaq compliance activity, an auditor going-concern explanatory paragraph, and a last reported sale price of $0.72 on May 28, 2026.
BullFrog AI Holdings, Inc. increased Chief Executive Officer Vininder Singh’s annual base salary from $400,000 to $600,000, effective June 11, 2026, and set his target annual bonus at up to 50% of base salary. The Compensation Committee cited competitive market data and Mr. Singh’s contributions to the company’s strategic and operational objectives.
On the same date, BullFrog AI held its 2026 Annual Meeting of Stockholders, with 7,794,169 shares present or represented by proxy, representing approximately 42.06% of shares entitled to vote. Stockholders elected four directors—William Enright, Jason D. Hanson, R. Donald Elsey, and Vininder Singh—and ratified the appointment of M&K CPAs, PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.
BullFrog AI Holdings director Jason David Hanson received a grant of stock options as compensation. He was awarded 15,000 options to buy BullFrog AI common stock at an exercise price of $0.6281 per share, bringing his reported option holdings to 15,000 options.
The options were granted under the company’s 2022 Equity Compensation Plan and vest on June 11, 2027, with forfeiture restrictions accelerating upon a change in control of the company or a significant financing as defined in the plan. The options expire on June 12, 2036. This is a grant/award transaction, not an open-market purchase or sale.
BullFrog AI Holdings director William Enright received a compensation grant of stock options covering 15,000 shares of common stock. The options have an exercise price of $0.6281 per share, were granted at market price on the grant date, and vest on June 11, 2027. They were issued under the company’s 2022 Equity Compensation Plan and expire on June 12, 2036, with vesting able to accelerate upon a change in control or a significant financing as defined in the plan.
BullFrog AI Holdings director Elsey R Don received a stock option grant as equity compensation. The grant covers 15,000 stock options for common stock at an exercise price of $0.6281 per share. These options vest on June 11, 2027 and were issued under the company’s 2022 Equity Compensation Plan. The options expire on June 12, 2036 and were granted based on the market price on the grant date.
BullFrog AI Holdings, Inc. is registering up to 2,000,000 shares of common stock for resale by Lincoln Park Capital Fund, LLC under an existing equity line. The company will not receive proceeds from Lincoln Park’s resales, but may still sell stock directly to Lincoln Park under a $10 million purchase agreement, with up to $4,099,102 of potential gross proceeds remaining after prior sales of 4,852,318 shares for $5,900,898. As of May 13, 2026, BullFrog AI had 18,541,651 shares outstanding, so issuing all 2,000,000 shares would represent about 9.74% of current shares. The filing highlights prior Nasdaq listing deficiencies, an ongoing minimum bid-price compliance period, and an auditor “going concern” paragraph citing recurring losses, limited cash and the need for additional capital.
BullFrog AI Holdings, Inc. reported a Q1 2026 net loss of $1.59 million, improving from a $2.02 million net loss a year earlier as operating expenses declined to $1.61 million. The company generated no revenue in either period, so results reflect primarily research and administrative spending.
Cash and restricted cash totaled $5.19 million at March 31, 2026, up from $2.29 million at year-end, mainly from equity financing. BullFrog raised roughly $4.46 million net through its at-the-market program and equity line, increasing common shares outstanding to 18.45 million and lifting stockholders’ equity to $4.89 million. Management still notes substantial doubt about the company’s ability to continue as a going concern and highlights Nasdaq minimum bid-price compliance risk.
BullFrog AI Holdings, Inc. is holding a fully virtual 2026 Annual Meeting of Stockholders on June 11, 2026 at 10:00 a.m. Eastern Time to elect four directors and ratify M&K CPAs, PLLC as independent auditor for 2026.
Stockholders of record at the close of business on April 20, 2026, when 18,530,865 common shares were outstanding, are entitled to vote. Investors can vote online, by telephone, by mail, or during the virtual meeting, and the board unanimously recommends voting FOR all director nominees and FOR the auditor ratification proposal.
BullFrog AI Holdings, Inc. announced that Nasdaq has notified the company it has regained compliance with the minimum stockholders’ equity requirement under Listing Rule 5550(b)(1), which requires at least $2,500,000 of stockholders’ equity.
The company achieved compliance through sales under its at-the-market sales facility and equity-line-of-credit facility. Management states the strengthened balance sheet provides a capital runway into late 2027. Nasdaq has placed BullFrog AI under a mandatory panel monitor for one year from April 21, 2026, during which any new equity deficiency would not receive additional cure time, though the company could request a new hearing before delisting.