BullFrog AI (BFRG) warned by Nasdaq over equity shortfall and delisting risk

Rhea-AI Filing Summary

BullFrog AI Holdings, Inc. reports that Nasdaq has determined the company did not meet the terms of a previously granted extension to regain compliance with the Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

As a result, the company’s common stock and tradeable warrants are now subject to potential delisting. BullFrog AI intends to promptly request a hearing before an independent Nasdaq Hearings Panel, which will temporarily stay any suspension or delisting while the hearing process and any Panel-granted extension are in effect.

The company plans to present additional details of its compliance plan and seek more time to meet all applicable Nasdaq listing rules. It cautions that there is no assurance the Panel will grant extra time or that it will ultimately regain compliance. The filing notes that delisting could make trading more difficult, pressure the share and warrant prices, and impair the company’s ability to raise capital.

Positive

• None.

Negative

• Heightened delisting risk from Nasdaq: Nasdaq has determined BullFrog AI did not meet the terms of its equity compliance extension under Rule 5550(b)(1), putting its common stock and tradeable warrants at risk of being delisted from the Nasdaq Capital Market.
• Potential damage to liquidity and capital access: The company warns that delisting could make its securities harder to trade, cause a material decline in their prices, and impair its ability to raise capital, all of which are materially negative for shareholders.

Insights

Equity markets and listing standards analyst

Nasdaq has escalated BullFrog AI’s listing deficiency, creating real delisting and financing risk.

BullFrog AI has failed to satisfy Nasdaq’s minimum $2,500,000 stockholders’ equity requirement under Rule 5550(b)(1) despite a prior extension through February 17, 2026. Nasdaq now deems the extension conditions unmet, and the common stock and warrants are formally subject to delisting.

The company plans to request a hearing before an independent Nasdaq Hearings Panel, which will automatically stay delisting during the process and any extension the Panel may grant. However, the company explicitly notes there is no assurance that additional time will be approved or that compliance will be regained.

Potential delisting from the Nasdaq Capital Market could weaken liquidity and pricing for both the common stock and warrants and may impair access to capital. Investors will need to rely on future company disclosures describing whether the Panel grants more time and whether stockholders’ equity is ultimately brought back into line with Nasdaq requirements.

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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): February 19, 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.

As previously reported, on August 21, 2025, BullFrog AI Holdings, Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Stockholders’ Equity Requirement”). The Company submitted a plan to regain compliance with the Stockholders’ Equity Requirement (the “Plan”) to Nasdaq on September 30, 2025. In response to the Company’s Plan, on October 7, 2025, the Company received a letter (the “Extension Letter”) from Nasdaq informing the Company that, based on the Plan, Nasdaq had granted the Company’s request for an extension until February 17, 2026, to comply with the Stockholders’ Equity Requirement.

On February 19, 2026, the Company received a further notice from Nasdaq (the “February Letter”) notifying the Company that Nasdaq determined that the Company had not met the terms of the extension. Accordingly, the Company’s securities are subject to delisting unless the Company timely requests a hearing before an independent Nasdaq Hearings Panel (the “Panel”).

The Company intends to timely submit a request for a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any extension period granted by the Panel following the hearing. At the hearing, the Company plans to present additional details of the Company’s Plan and provide an update on its efforts to regain compliance. The Company will also request additional time to complete the steps of its Plan and regain compliance with all applicable Nasdaq Listing Rules.

There can be no assurance that the Panel will grant the Company’s request for additional time to regain compliance with Nasdaq listing rules or that, if the Panel does grant the Company’s request, the Company will be able to regain compliance with the applicable Nasdaq listing requirements. If the Company’s common stock and warrants are delisted, it would be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.

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 outcome of any hearing before the Nasdaq Panel and the Company’s ability to regain compliance with Nasdaq listing 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.

(d) 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 20, 2026	BullFrog AI Holdings, Inc.
	By:	/s/ Vininder Singh
	Name:	Vininder Singh
	Title:	Chief Executive Officer

FAQ

Why did BullFrog AI Holdings (BFRG) receive a new Nasdaq notice?

BullFrog AI received a Nasdaq notice because it failed to meet the terms of an earlier extension to regain compliance with Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market.

What Nasdaq listing rule is BullFrog AI (BFRG) currently violating?

BullFrog AI is not in compliance with Nasdaq Listing Rule 5550(b)(1), which mandates a minimum of $2,500,000 in stockholders’ equity for companies listed on the Nasdaq Capital Market. Falling below this equity threshold triggers potential delisting proceedings by Nasdaq.

What happens next in the Nasdaq delisting process for BullFrog AI?

BullFrog AI intends to request a hearing before an independent Nasdaq Hearings Panel. Filing this request will automatically stay any suspension or delisting while the hearing occurs and during any extension period the Panel may grant under Nasdaq’s procedures.

Can BullFrog AI (BFRG) avoid being delisted from Nasdaq?

BullFrog AI may avoid delisting if the Nasdaq Hearings Panel grants additional time and the company successfully regains compliance with all applicable listing rules. However, the company cautions there is no assurance the Panel will grant more time or that compliance will be restored.

How could a Nasdaq delisting affect BullFrog AI shareholders and warrant holders?

The company states that if its common stock and warrants are delisted, trading could become more difficult, accurate price quotations harder to obtain, and the prices of these securities could suffer a material decline. Delisting could also impair the company’s ability to raise capital.

What plan has BullFrog AI presented to address Nasdaq’s equity requirement?

BullFrog AI previously submitted a plan to Nasdaq outlining steps to regain compliance with the $2,500,000 stockholders’ equity requirement. At the upcoming hearing, the company plans to present additional details and request more time to complete the plan and restore compliance.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 25.9 KB
• EX-101 XBRL LABEL FILE 35.7 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB