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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): August 21, 2025
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.
On
August 21, 2025, BullFrog AI Holdings, Inc. (the “Company”) received written notice from The Nasdaq Stock Market LLC (“Nasdaq”)
that, based on the Company’s stockholders’ equity of $2,188,110 as reported on its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2025, the Company is no longer 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 “Stockholder
Equity Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock and
tradable warrants. As such, the Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “BFRG”,
and its tradable warrants will continue to trade on the Nasdaq Capital Market under the symbol “BFRGW”.
In
accordance with Nasdaq’s listing rules, the Company has 45 calendar days to provide a plan to Nasdaq to regain compliance with
the Stockholder Equity Requirement. If this plan is accepted by Nasdaq, the Company may be granted an extension of 180 calendar days
from receipt of the deficiency letter to evidence compliance. If the Company is granted such extension
and does not regain compliance with the Stockholder Equity Requirement by the end of the compliance period, the Company’s
common stock and tradable warrants will become subject to delisting. In the event that the Company receives notice that its common
stock and tradable warrants are being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by
the Nasdaq’s staff to a Nasdaq hearings panel.
The
Company intends to take all reasonable measures available to regain compliance with the Nasdaq listing rules and remain listed on Nasdaq.
The Company is currently evaluating various options to regain compliance and plans to timely submit a plan to Nasdaq to regain compliance
with the Nasdaq Stockholder Equity Requirement. There can, however, be no assurance that the Company’s plan will be accepted by
Nasdaq or that, if it is accepted, the Company will be able to regain compliance.
Item
5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
August 21, 2025, the Board of Directors of the Company approved refresh equity awards for the executive officers and directors of the
Company. The awards are one-time compensatory and retention awards to the awardees for service to the Company during this critical time
in the Company’s history and were made to supplement existing awards, as existing stock option awards are significantly
underwater.
The
awards consist of a stock award, stock award with immediate vesting, equal to 33% of the total award and restricted stock units
(“RSUs”) equal to 67% of the total award with vesting 50% on each of September 1, 2026 and September 1, 2027. The forfeiture
restrictions on the RSUs will lapse in the event of a change in control of the Company or a significant financing that may, or may not,
constitute a change in control.
The
awards were made under the Company’s 2022 Equity Compensation Plan. An aggregate of 267,842 shares underlie these awards
if the RSUs fully vest.
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
Company’s ability to regain compliance with Nasdaq 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.
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:
August 27, 2025 |
BullFrog
AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Vininder Singh |
| |
Name: |
Vininder
Singh |
| |
Title: |
Chief
Executive Officer |
