BullFrog AI Holdings Files S-1/A Amidst Zero Cash Reserves

TL;DR

BFRG S-1/A: $0 cash as of 9/30/24, $1M+ net loss YTD. Big trouble ahead?

AI Summary

BullFrog AI Holdings, Inc. filed an S-1/A amendment on November 25, 2024, detailing its financial position. As of September 30, 2024, the company had $0 in cash and cash equivalents. For the nine months ended September 30, 2024, BullFrog AI reported a net loss of $1,068,881.

Why It Matters

This filing provides crucial updates on BullFrog AI's financial health, indicating a lack of immediate cash reserves and a significant net loss, which could impact its operational capacity and future funding prospects.

Risk Assessment

Risk Level: high — The company's reported zero cash reserves and substantial net loss indicate significant financial distress and a high risk of operational challenges or insolvency.

Key Numbers

• $0 — Cash and Cash Equivalents (As of September 30, 2024, indicating no readily available funds.)
• $1,068,881 — Net Loss (YTD) (For the nine months ended September 30, 2024, highlighting operational expenses exceeding revenue.)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Filer of the S-1/A amendment
• 20241125 (date) — Date of filing
• $0 (dollar_amount) — Cash and cash equivalents as of September 30, 2024
• $1,068,881 (dollar_amount) — Net loss for the nine months ended September 30, 2024

FAQ

Key Financial Figures

• $0.00001 — 5,000 shares of common stock, par value $0.00001 per share ("Common Stock") issuable upo
• $2.00 — on Warrants") with an exercise price of $2.00 per share; and (ii) up to 62,600 shares
• $2.63 — Stock on the Nasdaq Capital Market was $2.63. Investing in our securities is highl
• $2.10 — e to purchase shares of Common Stock at $2.10 per share. In July 2022, the Company
• $275,000 — hange for a series of payments totaling $275,000. The first of these payments for $75,00
• $75,000 — 75,000. The first of these payments for $75,000 was paid in July 2023 and the remaining
• $50,000 — aining payments of $75,000, $75,000 and $50,000 are due in years 2025, 2026 and 2027, r
• $60,000 — 2023 minimum annual royalty payment to $60,000, all other financial terms remain the s
• $30,000 — dment, the minimum annual payments were $30,000 for 2022 and $60,000 for 2023, and the
• $300,000 — and the minimum annual payments will be $300,000 for 2024 and beyond, all of which are c
• $225,000 — of September 30, 2024, we have accrued $225,000 of the 2024 minimum annual royalty paym
• $0.0001 — ants Shares") with an exercise price of $0.0001 per share, at a purchase price of $2.00
• $1.9999 — of Common Stock and a purchase price of $1.9999 per Pre-Funded Warrant (the "October Of
• $2 — at an exercise price per share equal to $2.00, which is equal to the exercise pric
• $3.13 m — the October Offering were approximately $3.13 million, before deducting offering expens

Filing Documents

• forms-1a.htm (S-1/A) — 2417KB
• ex23-1.htm (EX-23.1) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• forms-1_001.jpg (GRAPHIC) — 6KB
• forms-1_002.jpg (GRAPHIC) — 56KB
• forms-1_003.jpg (GRAPHIC) — 18KB
• forms-1_004.jpg (GRAPHIC) — 23KB
• forms-1_005.jpg (GRAPHIC) — 59KB
• 0001493152-24-047649.txt ( ) — 8860KB
• bfrg-20240930.xsd (EX-101.SCH) — 48KB
• bfrg-20240930_cal.xml (EX-101.CAL) — 47KB
• bfrg-20240930_def.xml (EX-101.DEF) — 254KB
• bfrg-20240930_lab.xml (EX-101.LAB) — 414KB
• bfrg-20240930_pre.xml (EX-101.PRE) — 320KB
• forms-1a_htm.xml (XML) — 1328KB

Risk Factors

Risk Factors 5 Cautionary Note Regarding Forward-Looking Statements 19 Dividend Policy 20

Use of Proceeds

Use of Proceeds 20 The Selling Stockholders 20 Plan of Distribution 22

Description of Securities

Description of Securities 23 Our Business 25 Market for Common Equity and Related Stockholder Matters 43

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 43 Management 54

Security Ownership Of Certain Beneficial Owners And Management

Security Ownership Of Certain Beneficial Owners And Management 59

Executive Compensation

Executive Compensation 59 Certain Relationships And Related Party Transactions 62 Legal Matters 64 Experts 64 Where You Can Find More Information 64 Incorporation By Reference 65 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus. For investors outside the United prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United of the shares of common stock and the distribution of this prospectus outside the United States. Unless otherwise stated or the context requires otherwise, all references in this prospectus supplement to the "Company," "we," "us," "our", "BFRG" refer to Bullfrog AI Holdings, Inc., a Nevada corporation. 1 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your in

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