Nasdaq warns BullFrog AI (NASDAQ: BFRG) on low equity and delisting risk

Rhea-AI Filing Summary

BullFrog AI Holdings, Inc. reported that it received a Nasdaq notice on August 21, 2025 stating the company no longer meets the Nasdaq Capital Market stockholder equity requirement. Nasdaq cited stockholders’ equity of $2,188,110 as of the quarter ended June 30, 2025, below the required $2,500,000. Trading in the company’s common stock (BFRG) and tradable warrants (BFRGW) continues for now while the company works on a compliance plan.

The company has 45 days to submit a plan to regain compliance and may receive up to 180 days from the notice date to demonstrate sufficient equity. If it fails, its common stock and warrants could be delisted, though Nasdaq rules allow an appeal. Separately, the board approved one-time equity retention awards for executives and directors, made under the 2022 Equity Compensation Plan. These awards are split 33% immediately vested stock and 67% restricted stock units, which vest 50% on each of September 1, 2026 and September 1, 2027, with an aggregate of 267,842 shares underlying the awards if all RSUs vest.

Positive

• None.

Negative

• Nasdaq equity deficiency notice: Stockholders’ equity of $2,188,110 is below the $2,500,000 Nasdaq Capital Market minimum, creating a defined timeline and risk of eventual delisting for the common stock and tradable warrants if compliance is not restored.

Insights

Small-cap equity & listing standards analyst

Nasdaq equity deficiency and new retention grants raise listing and dilution concerns.

BullFrog AI Holdings disclosed that Nasdaq flagged its stockholders’ equity of $2,188,110 as below the $2,500,000 minimum for Nasdaq Capital Market listing. This shortfall is meaningful relative to the threshold and triggers a formal remediation process, although trading of common shares (BFRG) and warrants (BFRGW) continues while the company responds.

The company has 45 calendar days from the August 21, 2025 notice to submit a plan and may receive up to 180 days to demonstrate compliance. Actual outcomes depend on how it raises or generates additional equity and whether Nasdaq accepts its plan; failure would subject both the common stock and tradable warrants to potential delisting, with the option to appeal to a Nasdaq hearings panel.

At the same time, the board approved one-time compensatory and retention equity awards, including stock that vests immediately and RSUs vesting on September 1, 2026 and September 1, 2027, covering an aggregate of 267,842 shares if fully vested. These awards may support management continuity “during this critical time,” but they also add potential future share issuance on top of any capital-raising steps the company might pursue to restore stockholders’ equity.

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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

FAQ

Why did BullFrog AI (BFRGW) receive a Nasdaq deficiency notice?

BullFrog AI received a Nasdaq notice because its stockholders’ equity was $2,188,110 as reported for the quarter ended June 30, 2025, below the Nasdaq Capital Market minimum of $2,500,000 required under Listing Rule 5550(b)(1).

Will BullFrog AI common stock (BFRG) and warrants (BFRGW) be delisted immediately?

No. The notice has no immediate effect on the listing, and BullFrog AI’s common stock will continue to trade under “BFRG” and its tradable warrants under “BFRGW” on the Nasdaq Capital Market while the company works on a compliance plan.

How long does BullFrog AI have to regain compliance with Nasdaq’s equity rule?

BullFrog AI has 45 calendar days from the August 21, 2025 notice to submit a plan to regain compliance. If Nasdaq accepts the plan, the company may receive up to 180 calendar days from receipt of the letter to evidence compliance with the stockholder equity requirement.

What happens if BullFrog AI cannot regain compliance with Nasdaq’s stockholder equity requirement?

If BullFrog AI does not regain compliance by the end of any granted compliance period, its common stock and tradable warrants would become subject to delisting. Under Nasdaq rules, the company would then be permitted to appeal any delisting determination to a Nasdaq hearings panel.

What new equity awards did BullFrog AI approve for executives and directors?

On August 21, 2025, the board approved one-time compensatory and retention equity awards consisting of 33% immediately vested stock and 67% restricted stock units. The RSUs vest 50% on each of September 1, 2026 and September 1, 2027, with an aggregate of 267,842 shares underlying these awards if the RSUs fully vest, all under the company’s 2022 Equity Compensation Plan.

How does BullFrog AI plan to address the Nasdaq noncompliance?

BullFrog AI stated that it intends to take all reasonable measures available to regain compliance with Nasdaq listing rules, is evaluating various options, and plans to timely submit a plan to Nasdaq, while noting there is no assurance the plan will be accepted or that compliance will be regained.