BullFrog AI Faces Delisting Notice, Director Changes

TL;DR

BFRG got a delisting warning and director shake-up. Big trouble?

AI Summary

BullFrog AI Holdings, Inc. filed an 8-K on August 27, 2025, reporting events as of August 21, 2025. The filing indicates a notice of delisting or failure to meet continued listing rules, and also covers the departure of directors, election of directors, appointment of officers, and compensatory arrangements. The company is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This filing signals potential financial distress or non-compliance with exchange rules, which could significantly impact the company's stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a severe indicator of financial instability or operational issues.

Key Numbers

• 001-41600 — Commission File Number (Identifies the company's SEC filing history)
• 84-4786155 — I.R.S. Employer Identification No. (Company's tax identification number)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Registrant
• August 21, 2025 (date) — Earliest event reported
• August 27, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share BFRG The Nasdaq Stock Mar
• $2,188,110 — n the Company's stockholders' equity of $2,188,110 as reported on its Quarterly Report on
• $2,500,000 — Capital Market to maintain a minimum of $2,500,000 in stockholders' equity for continued l

Filing Documents

• form8-k.htm (8-K) — 43KB
• 0001641172-25-025710.txt ( ) — 255KB
• bfrg-20250821_def.xml (EX-101.DEF) — 26KB
• bfrg-20250821_lab.xml (EX-101.LAB) — 36KB
• bfrg-20250821_pre.xml (EX-101.PRE) — 25KB
• bfrg-20250821.xsd (EX-101.SCH) — 4KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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

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