BullFrog AI (NASDAQ: BFRG) back in line with Nasdaq equity rule

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

Regained Nasdaq compliance with the minimum stockholders’ equity requirement under Listing Rule 5550(b)(1), removing an immediate delisting risk.
Extended capital runway into late 2027, supported by recent financings, indicating improved balance sheet strength and funding visibility.

Negative

One-year mandatory panel monitor from Nasdaq means any renewed equity deficiency would not receive extra cure time, increasing sensitivity to future balance sheet setbacks.

Insights

Regaining Nasdaq equity compliance reduces delisting risk but adds a one-year probation window.

BullFrog AI has restored compliance with Nasdaq’s stockholders’ equity rule, which requires at least $2,500,000 of equity. This removes an immediate threat to its exchange listing and indicates recent financings have materially strengthened the balance sheet.

The company cites its at-the-market and equity-line-of-credit facilities as key to rebuilding equity and extending its capital runway into late 2027. These mechanisms can be dilutive, but the text emphasizes “minimally dilutive” structures, suggesting some care in capital raising terms.

Nasdaq’s one-year mandatory panel monitor starting April 21, 2026 means any future breach of the Stockholders’ Equity Rule would lead directly toward delisting, absent a successful new hearing. Operational execution and equity levels over this monitoring period will be critical to sustaining the listing.

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

Nasdaq equity requirement: $2,500,000 stockholders’ equity Capital runway: Into late 2027 Monitoring period length: One year +1 more

4 metrics

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

Capital runway Into late 2027 Company statement on strengthened balance sheet

Monitoring period length One year Mandatory Nasdaq panel monitor starting April 21, 2026

Monitor start date April 21, 2026 Commencement of Nasdaq mandatory panel monitor

Key Terms

Stockholders’ Equity Rule, at-the-market sales facility, equity-line-of-credit facility, mandatory panel monitor, +2 more

6 terms

Stockholders’ Equity Rule regulatory

"regained compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”)"

at-the-market sales facility financial

"As a result of sales under the Company’s existing at-the-market sales facility and equity-line-of-credit facility"

An at-the-market sales facility is an arrangement that lets a company sell newly issued shares directly into the open market at current trading prices over time through a broker, rather than in a single big offering. For investors it matters because it provides the company flexible, on-demand access to cash but can gradually reduce each existing share’s ownership and put downward pressure on the stock if many shares are sold, similar to slowly adding water to an already full cup.

equity-line-of-credit facility financial

"sales under the Company’s existing at-the-market sales facility and equity-line-of-credit facility"

A equity-line-of-credit facility is an agreement that lets a company draw cash over time by issuing new shares up to a set limit, much like tapping a tap that releases water in measured amounts instead of taking one big loan. It matters to investors because it provides flexible funding to pay bills or grow the business but can dilute existing owners’ stakes and affect the share price each time new stock is issued.

mandatory panel monitor regulatory

"The letter also stated that the Company will be subject to a mandatory panel monitor for a period of one year"

A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.

forward-looking statements regulatory

"This press release contains forward-looking statements. We base these forward-looking statements on our expectations and projections"

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.

causal AI technical

"BullFrog AI uses causal AI in combination with its proprietary bfLEAP® platform"

Understanding 8-K Material Events →

04/22/2026 - 09:00 AM

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 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 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.

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. 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
99.1		Press Release by BullFrog AI Holdings, Inc., dated April 22, 2026
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 22, 2026	BullFrog AI Holdings, Inc.

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

Exhibit 99.1

BullFrog AI Regains Compliance with Nasdaq Shareholders’ Equity Requirement

Strengthened balance 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.

About BullFrog 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.

Safe Harbor 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

Source: View Original Filing on SEC EDGAR

FAQ

What did BullFrog AI (BFRG) announce regarding its Nasdaq listing?

BullFrog AI announced it has regained compliance with Nasdaq Listing Rule 5550(b)(1) on minimum stockholders’ equity. Nasdaq confirmed the company now meets the at least $2,500,000 equity requirement, easing immediate delisting risk and keeping its shares listed on The Nasdaq Capital Market.

How did BullFrog AI (BFRG) regain compliance with Nasdaq’s equity rule?

BullFrog AI regained compliance by increasing stockholders’ equity through sales under its existing at-the-market sales facility and an equity-line-of-credit facility. These capital-raising tools boosted equity enough to satisfy Nasdaq’s $2,500,000 minimum stockholders’ equity requirement under Listing Rule 5550(b)(1).

What does BullFrog AI’s extended runway into late 2027 mean for investors?

The company states its strengthened balance sheet provides a capital runway into late 2027. This suggests BullFrog AI currently expects to fund operations for an extended period, reducing near-term financing pressure, though future performance and conditions will ultimately determine actual cash needs.

What is the Nasdaq mandatory panel monitor applied to BullFrog AI (BFRG)?

Nasdaq placed BullFrog AI under a mandatory panel monitor for one year starting April 21, 2026. During this period, if the company again falls below the stockholders’ equity requirement, it will not receive extra time to cure, though it can request a new hearing before any delisting.

What is Nasdaq Listing Rule 5550(b)(1) mentioned in BullFrog AI’s filing?

Nasdaq Listing Rule 5550(b)(1) requires companies on The Nasdaq Capital Market to maintain minimum stockholders’ equity of at least $2,500,000. Regaining compliance with this rule means BullFrog AI’s equity level once again meets Nasdaq’s standard for continued listing under that criterion.

How does BullFrog AI describe recent financing structures used to regain compliance?

BullFrog AI attributes its improved equity and extended runway to an at-the-market facility and equity-line-of-credit. The CEO describes these as “investor friendly, minimally dilutive financing structures” intended to preserve value while strengthening the balance sheet and supporting continued Nasdaq listing.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 10.7 KB