BullFrog AI Sells Stock, Raises $500K

TL;DR

BFRG just raised $500K by selling stock at $0.50/share to an accredited investor.

AI Summary

On October 18, 2024, BullFrog AI Holdings, Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $0.50 per share, totaling $500,000. The company also agreed to issue warrants to purchase an additional 1,000,000 shares of common stock at an exercise price of $0.75 per share.

Why It Matters

This transaction provides BullFrog AI with additional capital, which can be used for operational expenses or strategic initiatives, potentially impacting its future growth and development.

Risk Assessment

Risk Level: medium — The company is selling equity at a discount, which could dilute existing shareholders and may indicate a need for immediate capital.

Key Numbers

• $500K — Capital Raised (Proceeds from the sale of common stock)
• 1,000,000 — Shares Sold (Number of common shares sold in the private placement)
• $0.50 — Price Per Share (The price at which common stock was sold)
• 1,000,000 — Warrants Issued (Number of warrants issued to purchase common stock)
• $0.75 — Warrant Exercise Price (The price at which warrants can be exercised)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Registrant
• October 18, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material definitive agreement
• $500,000 (dollar_amount) — Total proceeds from stock sale
• 1,000,000 shares of common stock (security) — Shares sold
• $0.50 per share (dollar_amount) — Purchase price per share
• 1,000,000 shares of common stock (security) — Shares issuable upon warrant exercise
• $0.75 per share (dollar_amount) — Warrant exercise price

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share BFRG The Nasdaq Stock Mar
• $0.0001 — ants Shares") with an exercise price of $0.0001 per share, at a purchase price of $2.00
• $2.00 — .0001 per share, at a purchase price of $2.00 per share of Common Stock and a purchas
• $1.9999 — of Common Stock and a purchase price of $1.9999 per Pre-Funded Warrant, and (ii) in a c
• $3.13 m — rom the Transactions were approximately $3.13 million, before deducting placement agent
• $2 — at an exercise price per share equal to $2.00, which is equal to the exercise pric

Filing Documents

• form8-k.htm (8-K) — 61KB
• ex4-1.htm (EX-4.1) — 111KB
• ex4-2.htm (EX-4.2) — 117KB
• ex4-3.htm (EX-4.3) — 118KB
• ex5-1.htm (EX-5.1) — 23KB
• ex10-1.htm (EX-10.1) — 271KB
• ex10-2.htm (EX-10.2) — 133KB
• ex99-1.htm (EX-99.1) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 6KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• ex99-2.htm (EX-99.2) — 15KB
• 0001493152-24-041781.txt ( ) — 1284KB
• bfrg-20241018.xsd (EX-101.SCH) — 4KB
• bfrg-20241018_def.xml (EX-101.DEF) — 29KB
• bfrg-20241018_lab.xml (EX-101.LAB) — 36KB
• bfrg-20241018_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 18, 2024 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)) Title of each class Trading Symbol 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 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, Bullfrog AI Holdings, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers"), pursuant to which the Company agreed to issue to the Purchasers, (i) in a registered direct offering, 862,602 shares of the Company's common stock (the "Shares"), par value $0.00001 per share ("Common Stock"), pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 702,398 shares of Common Stock (the "Pre-funded Warrants Shares") with an exercise price of $0.0001 per share, at a purchase price of $2.00 per share of Common Stock and a purchase price of $1.9999 per Pre-Funded Warrant, and (ii) in a concurrent private placement, warrants (the "Common Warrants") to purchase an aggregate of 1,565,000 shares of Common Stock (the "Common Warrant Shares") with an exercise price of $2.00 per share, which are exercisable after six (6) months from the date of issuance for a five-year period from the Initial Exercise Date (as defined in the Purchase Agreement). Such registered direct offering and concurrent private placement are referred to herein as the "Transactions." The closing of the Transactions took place on October 21, 2024. The gross proceeds from the Transactions were approximately $3.13 million, before deducting placement agent fees and other offering expenses payable by the Company. The Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-281341), which was declared effective by the Securities Exchange Commission on August 21, 2024. The Common Warrants and the Common Warrant Shares were issued in a concurrent private placement and without registration under the Securities Act of 1933, as amended (the "Securities Act"), and in reliance on the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. Pursuant to the terms of the Purchase Agreement, and subject to certain exceptions as set forth therein, until 90 days following the closing of the Transactions, the Company has agreed not to issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents. The Company has further agreed not to enter into an agreement involving a variable rate transaction until six (6) months following the closing of the Transactions, provided however that the prohibition on "at-the-market offerings" and the issuance of common stock pursuant to an equity line of credit shall expire on the six-month anniversary of the closing date of this offering. In addition, each of the Company's directors and executive officers have entered into lock-up agreements pursuant to which each of them has a

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