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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): September
15, 2025
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
September 15, 2025, BullFrog AI Holdings, Inc. (the “Company”) entered into a purchase agreement (the “Purchase
Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund,
LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $10.0 million of the Company’s common
stock, par value $0.00001 per share (the “Common Stock”), subject to certain limitations and satisfaction of the conditions
set forth in the Purchase Agreement.
Under
the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln
Park, and Lincoln Park is obligated to purchase up to $10.0 million of the Company’s Common Stock (the “Purchase Shares”).
Such sales of Common Stock by the Company, if any, will be subject to certain limitations set forth in the Purchase Agreement, and may
occur from time to time, at the Company’s sole discretion, over the 36-month period commencing on the date that the conditions
to Lincoln Park’s purchase obligation set forth in the Purchase Agreement are satisfied, including that a registration statement
covering the resale by Lincoln Park of shares of Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement,
which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Registration
Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC (the date on which all
of such conditions are satisfied, the “Commencement Date”).
From
and after the Commencement Date, provided the last closing sale price of Common Stock is not below $0.50 at or immediately prior to the
time of sale, the Company may, by written notice, direct Lincoln Park to purchase up to 30,000 shares of our Common Stock, which amount
may be increased depending on the last closing sale price of Common Stock at or immediately prior to the time of sale, subject to a maximum
commitment of $500,000 on such business day (or the purchase date) at a purchase price per share that will be determined in accordance
with the Purchase Agreement at the time the Company delivers such written notice to Lincoln Park (a “Regular Purchase”).
The purchase price per share for each Regular Purchase will be based on prevailing market prices of the Common Stock at or prior to the
time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no upper limits on the price per
share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement.
If
the Company directs Lincoln Park to purchase the maximum number of shares of Common Stock that the Company may sell in a Regular Purchase,
then in addition to such Regular Purchase, and subject to certain conditions and limitations in the Purchase Agreement, the Company may
direct Lincoln Park to purchase additional shares of Common Stock in an “accelerated purchase” (each, an “Accelerated
Purchase”) and an “additional accelerated purchase” (each, an “Additional Accelerated Purchase”) (including
multiple Additional Accelerated Purchases on the same trading day) as provided in the Purchase Agreement. The purchase price per share
for each Accelerated Purchase and Additional Accelerated Purchase will be based on market prices of the Common Stock on the applicable
purchase date for such Accelerated Purchases and such Additional Accelerated Purchases.
The
Company will control the timing and amount of any sales of Common Stock to Lincoln Park pursuant to the Purchase Agreement. Lincoln Park
has no right to require the Company to sell any shares of Common Stock to Lincoln Park, but Lincoln Park is obligated to make purchases
as the Company directs, subject to certain conditions set forth in the Purchase Agreement.
Actual
sales of shares of Common Stock to Lincoln Park will depend on a variety of factors to be determined by the Company from time to time,
including, among others, general market conditions, the trading price of the Company’s Common Stock and determinations by the Company
as to the appropriate sources of funding for the Company and its operations. The net proceeds under the Purchase Agreement to the Company
will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company expects that any
proceeds received by the Company from such sales to Lincoln Park will be used for working capital, capital expenditures and general corporate
purposes.
In
the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring
during the business days used to compute the purchase price.
The
aggregate number of shares that the Company can sell to Lincoln Park under the Purchase Agreement may in no case exceed 2,048,936 shares
(subject to adjustment as described above) of the Common Stock (which is equal to 19.99% of the shares of the Common Stock outstanding
immediately prior to the execution of the Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained
to issue Purchase Shares above the Exchange Cap, or (ii) at the time the Company has issued shares of Common Stock equal to the Exchange
Cap and at all times thereafter, the average price per share of Common Stock for all shares of Common Stock sold by the Company to Lincoln
Park under the Purchase Agreement equals or exceeds $1.4053 per share (which represents the lower of (A) the official closing price of
our Common Stock on Nasdaq on the trading day immediately preceding the date of the Purchase Agreement and (B) the average official closing
price of our Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of
the Purchase Agreement, in each case as adjusted under applicable Nasdaq rules to take into account the issuance of shares of
Common Stock to Lincoln Park for non-cash consideration as payment of the commitment fee described below so that the Exchange Cap limitation
would not apply to issuances and sales of Common Stock under the Purchase Agreement pursuant to the rules and regulations of Nasdaq).
In
all cases, the Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those
shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park (as calculated pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning
more than 4.99% of the then total outstanding shares of Common Stock.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement, except the Company is prohibited (with certain specified exceptions set forth in the Purchase
Agreement) from effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar
offering whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the
market price of the Common Stock at the time of each such purchase. Lincoln Park has agreed not to engage in or effect, directly or indirectly,
for its own principal account or for the principal account of any of its affiliates, any short sales of the Common Stock or hedging transaction
that establishes a net short position in the Common Stock during the term of the Purchase Agreement.
Pursuant
to the terms of the Purchase Agreement, the Company will issue 147,682 shares of Common Stock (the “Commitment Shares”)
to Lincoln Park as consideration for its commitment to purchase shares of Common Stock under the Purchase Agreement.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time with one business day notice, at
no cost or penalty. Following the Commencement Date, if any “Suspension Event”, as defined in the Purchase Agreement, occurs,
Lincoln Park does not have the right to terminate the Purchase Agreement; however, the Company may not initiate any regular or other
purchase of shares by Lincoln Park, until such Suspension Event is cured.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are summaries and are qualified in their entirety
by reference to the full texts of the Purchase Agreement and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants
contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of
the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
This
current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock in any
state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Item
3.02. Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item
3.02 in its entirety.
In
the Purchase Agreement, Lincoln Park represented to the Company that, among other things, it is an “accredited investor”
(as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)).
The Commitment Shares were issued and the Purchase Shares will be issued and sold by the Company to Lincoln Park in reliance upon the
exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D thereunder.
Item
9.01. Financial Statements and Exhibits.
The following exhibits are being furnished herein:
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Purchase Agreement, dated September 15, 2025, by and between the Company and Lincoln Park Capital Fund, LLC |
| 10.2 |
|
Registration Rights Agreement, dated September 15, 2025, by and between the Company and Lincoln Park Capital Fund, LLC |
| 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: September 16,
2025 |
BullFrog
AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/ Vininder Singh |
| |
Name: |
Vininder Singh |
| |
Title: |
Chief Executive Officer |
