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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): April 13, 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 13, 2026, BullFrog AI Holdings, Inc. issued a letter to its stockholders. A copy of the letter to stockholders is attached hereto
and incorporated herein by reference in its entirety as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
| (d) |
Exhibits.
The
following exhibit is being furnished herein: |
| 99.1 |
Press release, dated April 13, 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 13, 2026 |
BullFrog AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Vininder Singh |
| |
Name: |
Vininder
Singh |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
BullFrog
AI Provides Business Update: Strengthened Balance Sheet Supports Continued Execution as Company Aims to Ramp Commercial Activity with
Global Pharmaceutical and Biotechnology Partners
First
commercial agreement with a top 5 global pharmaceutical company anchors a growing pipeline of enterprise discussions; runway secured
into late 2027
GAITHERSBURG,
Md., April 13, 2026 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (Nasdaq: BFRG; BFRGW) (“BullFrog AI” or the “Company”),
a technology company using artificial intelligence and machine learning to turn complex biomedical data into actionable insights, today
issued the following letter to shareholders from Vin Singh, Founder and CEO:
Dear
Fellow Shareholders,
BullFrog
AI enters the second quarter of 2026 well-capitalized, at commercial stage, and in active discussions with consequential pharmaceutical
and biotechnology organizations. We just closed our first agreement with a top 5 global pharmaceutical company, secured the financial
runway to execute our strategy into late 2027, and are deeply engaged with an industry that is no longer evaluating whether to embrace
AI-driven drug discovery — but deciding with whom.
The
transformation of pharmaceutical R&D through artificial intelligence is no longer a thesis — it is a market reality being priced
in real time. In particular, news of Anthropic’s reported $400 million acquisition of a pre-commercial stage AI drug discovery
startup sent an unambiguous signal about the value sophisticated capital is now placing on purpose-built, biology-native AI platforms.
This transaction, among others, points to an industry that is currently focused on exploring and pursuing artificial intelligence solutions
to power and advance their R&D programs.
A
CRITICAL COMMERCIAL AGREEMENT — AND THE FOUNDATION THAT EARNED IT
On
March 30, 2026, we announced a commercial feasibility agreement with a top 5 global pharmaceutical company by 2025 revenue. Under the
agreement, our proprietary bfLEAP® platform will identify and prioritize novel drug targets in major depressive disorder
— a market valued at more than $8 billion in 2025 and projected to exceed $11 billion by 2032. The agreement includes milestone
payments tied to defined deliverables and provides our partner with an option to secure exclusive rights to a final selected target candidate
for research and development purposes.
This
milestone agreement did not emerge in isolation. BullFrog AI’s technology is derived from research originally conducted at the
Johns Hopkins University Applied Physics Laboratory. Our ongoing collaboration with the Lieber Institute for Brain Development gives
us access to a proprietary dataset of more than 2,800 human brain samples — one of the most scientifically rich neuropsychiatric
resources available. Applied against that dataset, our platform has already identified novel drug targets and biological subgroups across
schizophrenia, bipolar disorder, and MDD. This agreement is the commercial translation of that upstream scientific work reaching the
largest companies in the industry — and a powerful validation of its real-world utility.
A
COMPLETE, DIFFERENTIATED AI PLATFORM
With
the March 2026 launch of bfARENAS™, we believe BullFrog AI now offers the only fully integrated end-to-end AI platform purpose-built
for pharmaceutical R&D — spanning the complete journey from raw data to strategic decision:
bfPREP™
harmonizes complex, fragmented biomedical data into structured, AI-ready assets — compressing data preparation timelines from months
to days and creating a reliable foundation for downstream analysis.
bfLEAP®
applies causal network inference and machine learning to identify drug targets, patient subgroups, and disease drivers from multimodal
datasets — generating explainable insights built to withstand scientific and regulatory scrutiny.
bfARENAS™
translates biological insight into ranked, defensible portfolio and clinical trial design decisions evaluated across multiple strategic
scenarios — directly addressing one of the industry’s most persistent decision-making failure modes.
Enterprise
pharmaceutical organizations seek to adopt AI at scale within their existing infrastructure — not integrate a patchwork of point
solutions. Our platform aims to meet them where their data lives, and our recent commercial agreement demonstrates validation of our
fully integrated stack.
FINANCIAL
POSITION AND OPERATING DISCIPLINE
We
have taken deliberate steps to fortify our financial foundation. Through a series of financing activities, involving sales under our
at-the-market and equity-line-of-credit facilities, completed in late March 2026, we believe we have stockholders’ equity in excess
of $2.5 million in compliance with Nasdaq’s minimum stockholders’ equity listing standard. In addition, based on our current
cash burn-rate, the proceeds of such financing activities should provide the capital necessary to support our operational plan into late
2027.
Our
operating cost structure remains intentionally lean. This discipline creates significant operating leverage as commercial revenue scales:
even a single material partnership has the potential to meaningfully extend our runway, reduce dilution risk, and shift the trajectory
of the business.
PRIORITIES
FOR THE YEAR AHEAD
Our
near-term focus is clear. We are planning to deepen the relationship with our top 5 pharma company customer into a broader, multi-program
partnership; advance an active pipeline of discussions with global pharmaceutical and biotechnology organizations across a range of transaction
structures; expand direct engagement around bfPREP™ and bfARENASTM as entry points for broader platform adoption and
large strategic partnerships; and continue building the peer-reviewed scientific evidence base that underpins enterprise-level commercial
conversations.
We
established our AI technology years ago — and we are now converting it into the commercial outcomes that reflect its value. We
look forward to updating you as we deliver.
Sincerely,
Vin
Singh
Founder
and CEO
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,” “aims,” “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
