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BULLFROG AI HLDGS INC 8-K Filings

BFRG NASDAQ

Every 8-K that BULLFROG AI HLDGS INC (BFRG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BFRG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BFRG filings page.

Rhea-AI Summary

BullFrog AI Holdings, Inc. (BFRG) reports that Nasdaq has granted an additional 180-day period, until February 8, 2027, for the company to regain compliance with the Nasdaq Minimum Bid Price Requirement of $1.00 per share. The company previously failed to meet this standard for 30 consecutive business days and had an initial compliance period through August 10, 2026. BullFrog AI has informed Nasdaq that, if the deficiency is not cured through market trading, it intends to use an already approved reverse stock split, at a ratio between 1‑for‑2 and 1‑for‑15, at the board’s discretion. If the company does not regain compliance by the end of the Second Compliance Period, its securities will be subject to delisting, though it would have the right to appeal to a Nasdaq Hearings Panel.

Rhea-AI Summary

BullFrog AI Holdings, Inc. increased Chief Executive Officer Vininder Singh’s annual base salary from $400,000 to $600,000, effective June 11, 2026, and set his target annual bonus at up to 50% of base salary. The Compensation Committee cited competitive market data and Mr. Singh’s contributions to the company’s strategic and operational objectives.

On the same date, BullFrog AI held its 2026 Annual Meeting of Stockholders, with 7,794,169 shares present or represented by proxy, representing approximately 42.06% of shares entitled to vote. Stockholders elected four directors—William Enright, Jason D. Hanson, R. Donald Elsey, and Vininder Singh—and ratified the appointment of M&K CPAs, PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Rhea-AI 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.

Rhea-AI Summary

BullFrog AI Holdings, Inc. has scheduled its 2026 Annual Meeting of Stockholders for June 11, 2026. This date falls more than 30 days before the anniversary of the 2025 annual meeting, so earlier shareholder proposal and nomination deadlines no longer apply.

Qualified shareholder proposals and director nominations, including those made under SEC Rules 14a-8, 14a-18 and related provisions, must now be received by April 29, 2026. Submissions must satisfy SEC rules, the company’s bylaws and applicable state law, and should be sent to the Company’s Secretary at its Gaithersburg, Maryland address.

Rhea-AI Summary

BullFrog AI Holdings, Inc. filed a current report describing a business update and shareholder letter. The company highlighted its first commercial feasibility agreement with a top 5 global pharmaceutical company using its bfLEAP® platform to identify novel drug targets in major depressive disorder.

BullFrog AI stated it has secured financial runway into late 2027 through recent at-the-market and equity-line-of-credit financings, which it believes resulted in stockholders’ equity above $2.5 million, supporting continued execution of its AI-driven drug discovery strategy.

Rhea-AI Summary

BullFrog AI Holdings, Inc. reports that it has raised at least $3.45 million in net proceeds from sales of common stock under its at-the-market sales agreement and equity line of credit facility. The company states that, as a result, it now believes its stockholders’ equity exceeds $2.5 million, the minimum required by Nasdaq Listing Rule 5550(b)(1) for listing on The Nasdaq Capital Market.

The company had previously requested a hearing before an independent Nasdaq Hearings Panel regarding its prior stockholders’ equity deficiency. It cautions that statements about the outcome of any Nasdaq hearing and its ability to regain or maintain listing compliance are forward-looking and subject to risks and uncertainties.

Rhea-AI Summary

BullFrog AI Holdings, Inc. entered into a one-year Feasibility Agreement with a top global pharmaceutical company to use its bfLEAP® AI and machine learning platform to identify and prioritize novel drug targets for major depressive disorder (MDD). BullFrog AI can earn milestone payments tied to specific deliverables, and the client receives an option for exclusive rights to a selected final target candidate for three years for its own research and development. The agreement is terminable on notice and includes customary protections around intellectual property, indemnification, and confidentiality. A related press release highlights this as high-profile validation of BullFrog AI’s platform in an MDD market valued at more than $8 billion in 2025 and projected to exceed $11 billion by 2032.

Rhea-AI 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.

Rhea-AI Summary

BullFrog AI Holdings reported that Nasdaq notified the company on February 10, 2026 that its common stock had closed below $1.00 per share for 30 consecutive business days, triggering a deficiency under Nasdaq’s Minimum Bid Price Requirement.

The notice does not immediately affect trading, and the common stock will continue on the Nasdaq Capital Market under “BFRG” and warrants under “BFRGW”. The company has 180 calendar days, until August 10, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. A second 180-day period may be available if other listing standards are met and the company indicates it may use tools such as a reverse stock split. If compliance is not regained, the securities could be delisted, though the company would have appeal rights.

Rhea-AI Summary

BullFrog AI Holdings (BFRG) reported that stockholders approved three proposals at a Special Meeting on October 22, 2025. Holders present or by proxy totaled 5,742,239 shares, representing 56.02% of shares entitled to vote.

Stockholders approved, for Nasdaq Listing Rule 5635(d) compliance, the potential issuance of 20% or more of the company’s common stock under the purchase agreement with Lincoln Park Capital Fund, LLC (Votes For/Against/Withheld/Broker Non-Votes: 2,960,000 / 437,777 / 4,109 / 2,340,353). They also approved a reverse stock split at a ratio of not less than 1-to-2 and not more than 1-to-15, at the Board’s discretion (For/Against/Abstentions: 4,088,004 / 1,611,730 / 42,505).

Additionally, stockholders approved an amendment to the 2022 Equity Incentive Plan to increase the share reserve by 750,000 shares before giving effect to any reverse split (For/Against/Withheld/Broker Non-Votes: 2,970,690 / 418,690 / 12,506 / 2,340,353).

Rhea-AI Summary

BullFrog AI Holdings, Inc. reported that Nasdaq has granted the company more time to fix a listing deficiency tied to its stockholders’ equity. Nasdaq previously notified the company on August 21, 2025 that its stockholders’ equity was below $2,500,000, which is required under Nasdaq Listing Rule 5550(b)(1). After submitting a compliance plan in late September 2025, the company received an extension letter from Nasdaq.

The company now has until February 17, 2026 to regain compliance with the stockholder equity requirement. If it does not do so by that deadline, its common stock and tradable warrants could be delisted from the Nasdaq Capital Market, although Nasdaq rules allow the company to appeal any delisting determination to a hearings panel. The company states that it intends to continue taking reasonable measures to regain compliance but notes there is no assurance it will succeed.

Rhea-AI Summary

BullFrog AI Holdings, Inc. filed an 8-K disclosing an amendment to its bylaws, effective September 18, 2025. The filing furnishes Exhibit 3.1, the amendment to the bylaws, and includes a Cover Page Interactive Data File formatted as Inline XBRL. The document is signed by Vininder Singh, Chief Executive Officer. The body of the filing provided here contains exhibit and filing metadata and does not include the text of the bylaw amendment itself or explanatory detail about the amendment's purpose or effects.

Rhea-AI Summary

BullFrog AI Holdings entered a purchase agreement and registration rights agreement with Lincoln Park Capital Fund, under which Lincoln Park committed to buy up to $10.0 million of BullFrog AI common stock. The company may, at its sole discretion, direct sales over a 36‑month period once a resale registration statement for these shares is declared effective and a final prospectus is filed.

After this commencement, BullFrog AI can request “Regular Purchases” of up to 30,000 shares per notice, subject to a per‑day cap of $500,000 and a minimum last closing sale price of $0.50 per share, with prices based on prevailing market levels. Additional “Accelerated” and “Additional Accelerated” purchases may further increase daily volumes under the agreement. Total issuances are capped at 2,048,936 shares, equal to 19.99% of shares outstanding before the deal, unless shareholder approval or a specified average price of at least $1.4053 removes this cap.

The agreement also limits Lincoln Park’s beneficial ownership to 4.99% of outstanding stock at any time. As consideration for its commitment, BullFrog AI is issuing 147,682 commitment shares to Lincoln Park. The company expects any proceeds from future sales under this facility to be used for working capital, capital expenditures, and general corporate purposes.