false
0001829247
0001829247
2026-02-10
2026-02-10
0001829247
BFRG:CommonStockParValue0.00001Member
2026-02-10
2026-02-10
0001829247
BFRG:TradeableWarrantsMember
2026-02-10
2026-02-10
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): February 10, 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
3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
February 10, 2026, BullFrog AI Holdings, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock, par
value $0.00001 per share (the “Common Stock”), was below $1.00 per share, which is the minimum closing bid price required
for continued listing on the Nasdaq Global Market (the “Minimum Bid Price Requirement”) pursuant to Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Notice”). The Bid Price Notice has no immediate effect on the listing of the Company’s Common Stock
and tradable warrants. As such, the Company’s Common Stock will continue to trade on the Nasdaq Capital Market under the symbol
“BFRG,” and its tradable warrants will continue to trade on the Nasdaq Capital Market under the symbol “BFRGW.”
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of
the Bid Price Notice, or until August 10, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time during
the 180-calendar day grace period, the closing bid price of the Company’s Common Stock is at least $1.00 per share for a
minimum of ten consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period
pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of compliance, and the matter
will be closed.
If
the Company does not regain compliance during the initial 180-calendar day compliance period, the Company may be provided a second 180-calendar
day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market value of publicly held
shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the Minimum Bid Price Requirement)
and notify Nasdaq of its intent to cure the minimum bid price deficiency by effecting a reverse stock split, if necessary. If the Company
does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s
listed securities will be subject to delisting. The Company would thereafter have the right to appeal a determination to delist the Company’s
securities, and the Company’s securities would remain listed on the Nasdaq Capital Market until the completion of the appeal process.
The
Company intends to monitor the closing bid price of its Common Stock and assess potential options to regain compliance with Nasdaq’s
Listing Rules. While the Company plans to review all available options, there can be no assurance that the Company will regain compliance
with the Minimum Bid Price Requirement during the compliance period, secure a second 180-day period to regain compliance with the Minimum
Bid Price Requirement, or maintain compliance with the other Nasdaq listing requirements.
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
Company’s ability to regain compliance with Nasdaq 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.
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:
February 17, 2026 |
BullFrog
AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Vininder Singh |
| |
Name: |
Vininder
Singh |
| |
Title: |
Chief
Executive Officer |
