BullFrog AI Holdings, Inc. Files S-1 Registration Statement

TL;DR

<b>BullFrog AI Holdings, Inc. has filed an S-1 registration statement with the SEC, indicating plans for a securities offering.</b>

AI Summary

BullFrog AI Holdings, Inc. (BFRGW) filed a IPO Registration (S-1) with the SEC on January 29, 2024. BullFrog AI Holdings, Inc. filed an S-1 registration statement with the SEC. The filing covers securities to be offered by the company. The company's principal executive offices are located in Gaithersburg, MD. BullFrog AI Holdings, Inc. is incorporated in Nevada. The SIC code for the company is 2834 (Pharmaceutical Preparations).

Why It Matters

For investors and stakeholders tracking BullFrog AI Holdings, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for a public offering, signaling potential future fundraising and increased liquidity for the company's stock. The filing provides detailed financial and business information, allowing investors to assess the company's prospects and risks before any potential offering.

Risk Assessment

Risk Level: low — BullFrog AI Holdings, Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor for subsequent filings (e.g., prospectus supplements) that will provide details on the offering size, pricing, and use of proceeds.

Key Numbers

• 2834 — Standard Industrial Classification (Pharmaceutical Preparations.)
• 333-276740 — SEC File Number (Associated with the S-1 filing.)
• 24570542 — Film Number (Associated with the S-1 filing.)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Filer of the S-1 registration statement.
• SEC (regulator) — Received the S-1 filing.
• Gaithersburg, MD (location) — Location of the company's principal executive offices.
• Nevada (location) — State of incorporation for BullFrog AI Holdings, Inc.

Forward-Looking Statements

• BullFrog AI will successfully complete its public offering within the next 6-12 months. (BullFrog AI Holdings, Inc.) — medium confidence, target: 2025-01-29
• The capital raised from this offering will primarily be used to fund research and development for new pharmaceutical products. (BullFrog AI Holdings, Inc.) — high confidence, target: 2025-01-29

FAQ

Industry Context

The company operates within the pharmaceutical preparations industry, indicated by its SIC code.

Regulatory Implications

The S-1 filing is a regulatory requirement for companies intending to offer securities to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for detailed business description and risk factors.
2. Track future SEC filings for updates on the proposed securities offering.
3. Analyze the company's industry and competitive landscape.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing to compare against for changes in financial or operational data.

Key Financial Figures

• $0.00001 — ") of shares of common stock, par value $0.00001 per share (" common s tock ") of Bullfr
• $6 — are and accompanying Company Warrant is $6.63, which represents the last reported
• $0.001 — arrant Share ") at an exercise price of $0.001 per share. The Pre-funded Warrants will
• $6.629 — sumed combined public offering price of $6.629. For each Pre-Funded Warrant we sell,
• $6.63 — price of our common stock on Nasdaq was $6.63 per share. On January 25, 2024, we had
• $258,000 — unt and expenses, will be approximately $258,000. (4) Assumes no exercise of the Comp

Filing Documents

• forms-1.htm (S-1) — 2247KB
• ex1-1.htm (EX-1.1) — 225KB
• ex4-2.htm (EX-4.2) — 139KB
• ex4-3.htm (EX-4.3) — 276KB
• ex5-1.htm (EX-5.1) — 18KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 26KB
• forms-1_001.jpg (GRAPHIC) — 86KB
• forms-1_002.jpg (GRAPHIC) — 94KB
• forms-1_003.jpg (GRAPHIC) — 38KB
• forms-1_004.jpg (GRAPHIC) — 33KB
• forms-1_005.jpg (GRAPHIC) — 103KB
• forms-1_006.jpg (GRAPHIC) — 38KB
• forms-1_007.jpg (GRAPHIC) — 30KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex5-1_002.jpg (GRAPHIC) — 5KB
• 0001493152-24-004069.txt (&nbsp;) — 10200KB
• bfrg-20230930.xsd (EX-101.SCH) — 56KB
• bfrg-20230930_cal.xml (EX-101.CAL) — 44KB
• bfrg-20230930_def.xml (EX-101.DEF) — 266KB
• bfrg-20230930_lab.xml (EX-101.LAB) — 453KB
• bfrg-20230930_pre.xml (EX-101.PRE) — 347KB
• forms-1_htm.xml (XML) — 1200KB

RISK FACTORS

RISK FACTORS 7 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 21

USE OF PROCEEDS

USE OF PROCEEDS 22 DIVIDEND POLICY 22 CAPITALIZATION 22

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29 DESCRIPTION OF BUSINESS 35 MANAGEMENT 53

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 55 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 58 SHARES ELIGIBLE FOR FUTURE SALE 59

UNDERWRITING

UNDERWRITING 60 DETERMINATION OF OFFERING PRICE 62 EXPERTS 64 LEGAL MATTERS 64 WHERE YOU CAN FIND ADDITIONAL INFORMATION 65 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. For investors outside the United States: Neither we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States. The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized b

Business

Business Overview Most new therapeutics will fail at some point in preclinical or clinical development. This is the primary driver of the high cost of developing new therapeutics. A major part of the difficulty in developing new therapeutics is efficient integration of complex and highly dimensional data generated at each stage of development to de-risk subsequent stages of the development process. Artificial Intelligence and Machine Learning (AI/ML) has emerged as a digital solution to help address this problem. We use artificial intelligence and machine learning to advance medicines for both internal and external projects. We are committed to increasing the probability of success and decreasing the time and cost involved in developing therapeutics. Most current AI/ML platforms still fall short in their ability to synthesize disparate, high-dimensional data for actionable insight. Our platform technology, named, bfLEAP, is an analytical AI/ML platform derived from technology developed at The Johns Hopkins University Applied Physics Laboratory (JHU-APL), which is able to surmount the challenges of scalability and flexibility currently hindering researchers and clinicians by providing a more precise 3 , multi-dimensional understanding of their data. We are deploying bfLEAP for use at several critical stages of development for internal programs and through strategic partnerships and collaborations with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may otherwise not receive the therapies they need. The bfLEAP platform utilizes both supervised and unsupervised machine learning – as such, it is able to reveal real/meaningful connections in the data without the need for a prior hypothesis. Supervised machine learning uses labeled input and output data, while an unsupervised learning algorithm does n

Risk Factors

Risk Factors Our business is subject to numerous risks as described in the section entitled "Risk Factors" and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include: We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. In order for the Company to compete and grow, it must attract, recruit, retain and dev

View Full Filing

View this S-1 filing on SEC EDGAR