Bullfrog AI Holdings, Inc. SEC Filings

Jason Hanson, a director of BullFrog AI Holdings, Inc. (ticker BFRG/BFRGW), received equity awards consisting of 2,813 fully vested shares of common stock and 5,710 restricted stock units (RSUs). The RSUs vest in two equal tranches, with 50% vesting on September 1, 2026 and the remaining 50% on September 1, 2027, and convert to one share each when settled. The RSU forfeiture restrictions will accelerate upon a defined change in control or a significant financing. After these grants, Hanson beneficially owns 8,523 shares in total, held directly.

Vininder Singh, who serves as Chief Executive Officer, a director and a reported >10% owner of BullFrog AI Holdings, acquired equity awards under the Company’s 2022 Equity Compensation Plan. The filing reports an acquisition of 75,000 shares of Common Stock issued as an equity grant that were fully vested upon grant, and 152,273 Restricted Stock Units (RSUs) that vest 50% on September 1, 2026 and 50% on September 1, 2027. Each RSU represents a contingent right to one share of Common Stock. The report shows 2,367,446 shares of Common Stock beneficially owned following the transaction. RSU forfeiture restrictions will lapse earlier if a change in control or a significant financing occurs, per the Plan.

William Enright, a director of BullFrog AI Holdings, Inc. (symbol: BFRGW), reported equity awards on Form 4 filed for transactions dated 08/22/2025. The filing shows 2,813 shares of common stock issued as a fully vested equity grant and 5,710 restricted stock units (RSUs) granted under the company's 2022 Equity Compensation Plan. The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, and each RSU represents a contingent right to one share of common stock. The RSUs include an acceleration provision that lapses forfeiture restrictions upon a change in control or a significant financing. Following these transactions, Enright beneficially owns 13,523 shares (direct).

Joshua Blacher, Chief Financial Officer of BullFrog AI Holdings, Inc. (ticker BFRGW), reported insider acquisitions on 08/22/2025. He received 4,950 shares of common stock issued as a fully vested equity grant and 10,050 restricted stock units (RSUs) granted under the company’s 2022 Equity Compensation Plan, each RSU representing a contingent right to one share. The RSUs vest 50% on September 1, 2026 and 50% on September 1, 2027, with accelerated lapse of forfeiture restrictions upon a change in control or certain financings. All reported shares are held directly and the transactions were recorded at a price of $0.00, reflecting compensation grants rather than open-market purchases.

R. Don Elsey, a director of BullFrog AI Holdings, Inc., reported equity awards and share issuance on 08/22/2025. The filing shows 5,710 Restricted Stock Units (RSUs) granted under the 2022 Equity Compensation Plan that vest 50% on September 1, 2026 and 50% on September 1, 2027, with accelerated vesting upon a defined change in control or a significant financing. Each RSU converts to one share of common stock upon settlement. The filing also reports 2,813 shares of common stock issued as a fully vested equity grant under the same plan. Following these transactions, the reporting person beneficially owned 8,523 shares as reported.

Bullfrog AI Holdings, Inc. reported a first commercial collaboration payment and recognized $33,257 of revenue in the quarter, producing a small gross profit of $6,522. The company recorded a net loss of $1,448,729 for the three months and $3,466,282 for the six months ended June 30, 2025, and has an accumulated deficit of approximately $20.3 million. Total assets fell to $2.87 million and stockholders' equity declined to $2.19 million.

Liquidity is constrained: cash and cash equivalents were approximately $2.6 million (including about $0.1 million restricted cash) and the company discloses that this is not sufficient to fund planned operations for at least a year, raising substantial doubt about its ability to continue as a going concern. Management is pursuing additional capital through equity, debt, licensing and collaborations and has used an ATM facility, raising $346,000 in June 2025 and subsequently gross proceeds of about $710,000 after the quarter.

Operationally, Bullfrog AI continues to commercialize its bfLEAP™ AI/ML platform under exclusive licenses with research institutions including JHU-APL, which carries tiered royalties and minimum annual payments. Management also discloses unremediated material weaknesses in internal controls and ongoing remediation efforts.

Bullfrog AI Holdings (BFRG) filed its 2025 Definitive Proxy (DEF 14A) for a virtual Annual Meeting scheduled 18 Sept 2025, 10 a.m. ET at www.virtualshareholdermeeting.com/BFRG2025. Shareholders of record at 29 Jul 2025 may vote the Company’s 10,081,340 outstanding common shares by Internet, phone, mail or during the webcast.

Key proposals

• Proposal 1: Elect four incumbent directors—Vininder Singh, R. Donald Elsey, William Enright, Jason Hanson—to one-year terms. CEO/Founder Singh is also Board Chair and, with options, controls 23.3 % of shares; directors/officers as a group hold 24.7 %. Three nominees meet Nasdaq independence and financial-expert standards.
• Proposal 2: Ratify M&K CPAs as independent auditor for FY 2025; 2024 audit fees totalled $71.5 k.

Governance & Compensation highlights

• Quorum: simple majority of common shares; plurality voting for directors.
• CEO 2024 compensation: $400 k salary plus $230.7 k option value.
• Former CFO Dane Saglio passed away Dec 2024; consulting CFO Josh Blacher appointed via Danforth Advisors at $525/hr.
• Clawback policy effective Dec 2023; equity plan has 150,682 shares remaining.

The Board recommends voting FOR all proposals; no other material transactions or capital actions are presented.