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BullFrog AI Holdings, Inc. (BFRG) preliminary proxy statement outlines a special meeting with four proposals: (1) an issuance proposal, (2) a possible reverse stock split with alternative ratios of 1:5, 1:10 or 1:15, (3) an amendment to the 2022 Equity Incentive Plan, and (4) an adjournment proposal. The document shows post-split share examples: at 1:5 resulting common shares of 2,049,961, at 1:10 1,024,980, and at 1:15 683,320, and overhang estimates of 8.79%, 8.92% and 10.66% respectively. Security ownership highlights include Vininder Singh with 2,628,765 shares (~25.16%) and Tivoli Trust holding 904,391 shares (~8.15%). The filing also references a purchase arrangement with Lincoln Park Capital Fund, LLC and related form exhibits for transfer agent instructions and certificates.
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.