BullFrog AI Holdings, Inc. Files 8-K with Material Agreement

TL;DR

BFRG filed an 8-K: material agreement, equity sales, and financials. Keep an eye on this.

AI Summary

On September 15, 2025, BullFrog AI Holdings, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on September 16, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-41600 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-4786155 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported
• September 16, 2025 (date) — Date of report filing
• 325 Ellington Blvd, Unit 317 Gaithersburg, MD 20878 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share BFRG The Nasdaq Stock Mar
• $10.0 million — incoln Park committed to purchase up to $10.0 million of the Company's common stock, par valu
• $0.50 — sale price of Common Stock is not below $0.50 at or immediately prior to the time of
• $500,000 — ale, subject to a maximum commitment of $500,000 on such business day (or the purchase d
• $1.4053 — he Purchase Agreement equals or exceeds $1.4053 per share (which represents the lower o

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 292KB
• ex10-2.htm (EX-10.2) — 102KB
• 0001493152-25-013729.txt ( ) — 743KB
• bfrg-20250915.xsd (EX-101.SCH) — 4KB
• bfrg-20250915_def.xml (EX-101.DEF) — 26KB
• bfrg-20250915_lab.xml (EX-101.LAB) — 36KB
• bfrg-20250915_pre.xml (EX-101.PRE) — 25KB
• 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): September 15, 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 1.01. Entry Into a Material Definitive Agreement. On September 15, 2025, BullFrog AI Holdings, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement"), with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which Lincoln Park committed to purchase up to $10.0 million of the Company's common stock, par value $0.00001 per share (the "Common Stock"), subject to certain limitations and satisfaction of the conditions set forth in the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $10.0 million of the Company's Common Stock (the "Purchase Shares"). Such sales of Common Stock by the Company, if any, will be subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over the 36-month period commencing on the date that the conditions to Lincoln Park's purchase obligation set forth in the Purchase Agreement are satisfied, including that a registration statement covering the resale by Lincoln Park of shares of Common Stock that have been and may be issued to Lincoln Park under the Purchase Agreement, which the Company agreed to file with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC (the date on which all of such conditions are satisfied, the "Commencement Date"). From and after the Commencement Date, provided the last closing sale price of Common Stock is not below $0.50 at or immediately prior to the time of sale, the Company may, by written notice, direct Lincoln Park to purchase up to 30,000 shares of our Common Stock, which amount may be increased depending on the last closing sale price of Common Stock at or immediately prior to the time of sale, subject to a maximum commitment of $500,000 on such business day (or the purchase date) at a purchase price per share that will be determined in accordance with the Purchase Agreement at the time the Company delivers such written notice to Lincoln Park (a "Regular Purchase"). The purchase price per share for each Regular Purchase will be based on prevailing market prices of the Common Stock at or prior to the time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. If the Company directs Lincoln Park to purchase the maximum number

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View this 8-K filing on SEC EDGAR