BullFrog AI Files S-1 for Lincoln Park Resale, Seeks $10M in Future Capital

TL;DR

**BullFrog AI's S-1 signals ongoing capital needs and potential dilution, making it a high-risk bet on future AI drug development success.**

AI Summary

BullFrog AI Holdings, Inc. (BFRGW) filed an S-1 on October 10, 2025, for the resale of up to 5,000,000 shares of common stock by Lincoln Park Capital Fund, LLC. The company will not receive proceeds from these specific sales but may receive up to $10,000,000 from future sales of common stock to Lincoln Park under a Purchase Agreement dated September 15, 2025. BullFrog AI, incorporated in Nevada in February 2020, focuses on AI/ML analysis for drug development using its bfLEAP™ platform, licensed from JHU-APL. The company has expanded its intellectual property with JHU-APL, involving payments totaling $275,000, with $75,000 paid in July 2023 and June 2025, and remaining payments of $75,000 and $50,000 due in 2026 and 2027, respectively. Minimum annual royalty payments to JHU-APL are $30,000 for 2022, $60,000 for 2023, and $300,000 for 2024 and beyond. The company has accrued $150,000 for the 2025 minimum annual royalty and $6,250 for the 2026 annual license fee as of June 30, 2025. BullFrog AI has secured exclusive worldwide licenses for cancer drugs from Johns Hopkins University and George Washington University and entered a strategic data agreement with the Lieber Institute for Brain Development.

Why It Matters

This S-1 filing signals BullFrog AI's continued reliance on external financing, specifically through its agreement with Lincoln Park Capital Fund, LLC, to fund its AI/ML drug development initiatives. While the immediate offering is a resale by Lincoln Park, the potential for BullFrog AI to raise up to $10,000,000 from Lincoln Park is crucial for its operations, including ongoing R&D, preclinical studies, and strategic collaborations. For investors, this highlights potential dilution risks and the company's need for capital to sustain its highly speculative business model in the competitive biopharmaceutical AI space. The company's ability to leverage its bfLEAP™ platform and licensed drug assets against larger, more established pharmaceutical companies hinges on securing consistent funding.

Risk Assessment

Risk Level: high — The filing explicitly states, "Investing in our common stock is highly speculative and involves a significant degree of risk." Key risks include potential dilution from future equity offerings, the possibility that the company may not have access to the full $10,000,000 available under the Purchase Agreement with Lincoln Park, and the independent registered public accounting firm's explanatory paragraph regarding the company's ability to continue as a going concern in its 2024 10-K.

Analyst Insight

Investors should exercise extreme caution and thoroughly review the "Risk Factors" section, particularly concerning dilution and the company's going concern status. Given the highly speculative nature and reliance on future financing, consider this a high-risk, long-term bet on AI in drug discovery, suitable only for those with a high-risk tolerance and a deep understanding of the biopharmaceutical and AI sectors.

Key Numbers

• 5,000,000 — Shares of Common Stock (Maximum shares for resale by Lincoln Park Capital Fund, LLC)
• $10,000,000 — Aggregate Gross Proceeds (Maximum potential proceeds BullFrog AI may receive from sales to Lincoln Park under the Purchase Agreement)
• $1.43 — Common Stock Price (Last reported sale price on Nasdaq on October 9, 2025)
• $275,000 — Total Payments (For Amendment Number 1 of the July 2022 license agreement with JHU-APL)
• $75,000 — Payment Made (First payment to JHU-APL in July 2023 for license amendment)
• $75,000 — Payment Made (Second payment to JHU-APL in June 2025 for license amendment)
• $300,000 — Minimum Annual Royalty (Due to JHU-APL for 2024 and beyond)
• $150,000 — Accrued Royalty (Accrued for the 2025 minimum annual royalty as of June 30, 2025)
• 8% — Net Sales Royalty (Due to JHU-APL for services provided to other parties)
• 3% — Net Sales Royalty (Due to JHU-APL for internally developed drug projects)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Registrant and parent company
• Lincoln Park Capital Fund, LLC (company) — Selling stockholder and potential future investor
• The Johns Hopkins University Applied Physics Laboratory (company) — Originator of bfLEAP™ technology and licensor
• Johns Hopkins University (company) — Licensor of cancer drug targeting glioblastoma
• George Washington University (company) — Licensor of cancer drug targeting hepatocellular carcinoma
• Lieber Institute for Brain Development (company) — Strategic data and commercialization partner
• Peter Jaslow, Esq. (person) — Legal counsel from Ballard Spahr, LLP
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Nasdaq Capital Market LLC (company) — Stock exchange where BFRG is listed
• BTIG, LLC (company) — Partner for At-The-Market Sales Agreement

FAQ

Risk Factors

• Reliance on Lincoln Park Capital for Funding [high — financial]: The company's ability to raise capital is significantly tied to its agreement with Lincoln Park Capital Fund, LLC. The current S-1 filing is for the resale of 5,000,000 shares by Lincoln Park, and while the company will not receive proceeds from these sales, it has a separate agreement for potential future sales up to $10,000,000. This reliance creates a risk if Lincoln Park's investment strategy changes or if market conditions make such sales unfavorable.
• Dependence on bfLEAP™ Platform and JHU-APL Licenses [high — operational]: BullFrog AI's core business relies on its bfLEAP™ platform, which is based on technology licensed from Johns Hopkins University Applied Physics Laboratory (JHU-APL). The company has ongoing payment obligations totaling $275,000 for license amendments, with remaining payments of $75,000 in 2026 and $50,000 in 2027. Future minimum annual royalty payments are $300,000 from 2024 onwards. Any disruption in this licensing relationship or failure to meet payment obligations could severely impact operations.
• Drug Development and Regulatory Approval Risks [high — regulatory]: The company's focus on AI/ML analysis for drug development means it is subject to the stringent and lengthy regulatory approval processes inherent in the pharmaceutical industry. While the S-1 doesn't detail specific drug candidates, the success of the company is ultimately tied to the successful development and approval of drugs, which involves significant scientific, clinical, and regulatory hurdles.
• Limited Operating History and Profitability [medium — financial]: Incorporated in February 2020, BullFrog AI is a relatively young company with a limited operating history. The S-1 filing does not provide detailed historical financial statements, but the nature of early-stage biotech companies suggests a lack of significant revenue and potential for substantial losses as research and development costs are incurred.
• Intellectual Property Disputes [medium — legal]: While BullFrog AI has secured exclusive licenses from JHU-APL, Johns Hopkins University, and George Washington University, the complex nature of intellectual property in AI and drug development can lead to disputes. The company's reliance on licensed IP means that any challenges to the validity or scope of these licenses could have a material adverse effect.

Industry Context

BullFrog AI operates in the rapidly evolving biotechnology and pharmaceutical sectors, specifically leveraging AI/ML for drug discovery and development. This field is highly competitive, with numerous companies, from startups to large pharmaceutical giants, investing heavily in AI-driven R&D. Key trends include the increasing use of machine learning to accelerate target identification, predict drug efficacy, and optimize clinical trial design. However, the path to market is long, capital-intensive, and subject to rigorous regulatory scrutiny.

Regulatory Implications

As a company involved in drug development, BullFrog AI is subject to the strict oversight of regulatory bodies like the FDA. The success of its AI/ML platform is contingent on its ability to generate data and insights that can lead to drug candidates meeting regulatory standards for safety and efficacy. Any missteps in data integrity, clinical trial design, or regulatory submissions could lead to significant delays or outright rejection of potential therapies.

What Investors Should Do

1. Scrutinize the terms of the JHU-APL licensing agreements and future payment obligations.
2. Evaluate the company's strategy for utilizing the potential $10,000,000 from Lincoln Park Capital.
3. Assess the competitive landscape and BullFrog AI's unique value proposition within AI-driven drug development.
4. Monitor the progress of any drug development programs stemming from the company's AI platform.

Key Dates

• 2020-02-01: Company Incorporation — Marks the official establishment of BullFrog AI Holdings, Inc. as a corporate entity in Nevada.
• 2022-07-01: New License Agreement with JHU-APL — Established a new licensing framework for the bfLEAP™ platform, including new intellectual property and royalty structures (8% net sales for third-party services, 3% for internal projects).
• 2023-07-01: First Payment for JHU-APL License Amendment — Company made the initial $75,000 payment as part of the $275,000 total for license improvements, demonstrating commitment to IP expansion.
• 2025-06-01: Second Payment for JHU-APL License Amendment — Company made the second $75,000 payment towards the JHU-APL license amendment, with $75,000 remaining for 2026 and $50,000 for 2027.
• 2025-09-15: Purchase Agreement with Lincoln Park Capital — Established terms for potential future sales of common stock, allowing BullFrog AI to raise up to $10,000,000.
• 2025-10-10: S-1 Filing for Resale of Shares — Filed for the resale of up to 5,000,000 shares by Lincoln Park Capital Fund, LLC, indicating a potential liquidity event for the investor and signaling ongoing capital market activities.

Glossary

bfLEAP™

BullFrog AI's proprietary Artificial Intelligence / Machine Learning platform used for analyzing complex data in drug development. (This is the core technology of the company, and its effectiveness and licensing terms are critical to BullFrog AI's business model.)

JHU-APL

Johns Hopkins University Applied Physics Laboratory, the original developer of the technology underlying BullFrog AI's bfLEAP™ platform. (The company has a significant licensing agreement with JHU-APL, involving substantial payments and royalty obligations, making this entity a key partner and potential risk factor.)

S-1 Filing

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It provides detailed information about the company's business, financial condition, and risks. (This filing provides crucial information for investors regarding the resale of shares by Lincoln Park Capital and the company's structure and agreements.)

Lincoln Park Capital Fund, LLC

An investment fund that has entered into a purchase agreement with BullFrog AI for the potential sale of common stock. (This entity is a key financial partner, providing potential future capital and is the subject of the current S-1 filing for share resale.)

Net Sales Royalty

A percentage of revenue paid to a licensor based on sales generated from licensed technology or products. (BullFrog AI owes JHU-APL 8% of net sales for services provided to other parties and 3% for internally developed drug projects, directly impacting the company's profitability.)

Minimum Annual Royalty

A fixed annual payment required by a licensing agreement, regardless of sales performance, to maintain the license rights. (BullFrog AI faces significant minimum annual royalty payments to JHU-APL, starting at $300,000 from 2024 onwards, which represents a fixed cost.)

Year-Over-Year Comparison

This S-1 filing represents a significant step in the company's capital markets activity, primarily focused on facilitating the resale of shares by Lincoln Park Capital. Unlike a typical IPO or follow-on offering where the company receives proceeds, this filing indicates a secondary market transaction. The filing also highlights ongoing financial commitments related to intellectual property licensing from JHU-APL, including payments made in July 2023 and June 2025, and future obligations in 2026 and 2027, underscoring the company's continued investment in its core technology.

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share, by Lincoln Park Capital Fund
• $10,000,000 — ckholder. However, we may receive up to $10,000,000 in aggregate gross proceeds under the P
• $1.43 — stock on Nasdaq on October 9, 2025 was $1.43 per share. Investing in our common st
• $2.10 — e to purchase shares of common stock at $2.10 per share. We entered into a new licens
• $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, the second of th
• $50,000 — d the remaining payments of $75,000 and $50,000 are due in 2026 and 2027, respectively.
• $60,000 — 2023 minimum annual royalty payment to $60,000; all other financial terms remain the s
• $30,000 — ndment, the minimum annual payments are $30,000 for 2022, $60,000 for 2023, and $300,00
• $300,000 — $30,000 for 2022, $60,000 for 2023, and $300,000 for 2024 and beyond, all of which are c
• $150,000 — have been paid, the Company has accrued $150,000 of the $300,000 minimum annual royalty
• $300,000 m — the Company has accrued $150,000 of the $300,000 minimum annual royalty for 2025, and the
• $6,250 — y for 2025, and the Company has accrued $6,250 of the $75,000 annual license fee due i
• $1.235 billion — total annual gross revenue of at least $1.235 billion or (c) in which BullFrog is deemed to b
• $700 million — that is held by non-affiliates exceeds $700 million as of the last business day of our prio

Filing Documents

• forms-1.htm (S-1) — 544KB
• ex3-2.htm (EX-3.2) — 63KB
• ex5-1.htm (EX-5.1) — 14KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 23KB
• ex5-1_001.jpg (GRAPHIC) — 30KB
• ex23-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-25-017809.txt ( ) — 820KB
• ex107_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 11 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 14 THE LINCOLN PARK TRANSACTION 15

USE OF PROCEEDS

USE OF PROCEEDS 21

DILUTION

DILUTION 22 SELLING STOCKHOLDER 23 PLAN OF DISTRIBUTION 25

DESCRIPTION OF SECURITIES TO BE REGISTERED

DESCRIPTION OF SECURITIES TO BE REGISTERED 27 LEGAL MATTERS 30 EXPERTS 30 WHERE YOU CAN FIND MORE INFORMATION 30 INCORPORATION OF DOCUMENTS BY REFERENCE 30 i ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” The selling stockholder named in this prospectus may sell up to 5,000,000 shares of our common stock previously issued and issuable pursuant to the Purchase Agreement from time to time. This prospectus also covers any shares of common stock that may become issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees. We have not, and the selling stockholder has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus, the documents incorporated by reference herein or in any free writing prospectuses prepared by or on behalf of us or t

Business

Business Overview BullFrog AI Holdings, Inc. was incorporated in the State of Nevada in February 2020. BullFrog AI Holdings, Inc. is the parent company of BullFrog AI, Inc. and BullFrog AI Management, LLC, which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively. Operations are currently conducted through BullFrog AI Holdings, Inc., which began operations on February 6, 2020. We are a company focused specifically on advanced Artificial Intelligence / Machine Learning (“AI/ML”) analysis of complex data in the advancement of medicine. Our founding AI/ML platform (trade name: bfLEAP™) was created from technology originally developed at The Johns Hopkins University Applied Physics Laboratory (“JHU-APL”). Subsequently, we have developed new tools and capabilities composed of an ensemble of machine learning and artificial intelligence models. In February 2018, the Company secured an original exclusive, worldwide, royalty-bearing license from JHU-APL for the technology underlying our bfLEAP™ platform. The license covers three (3) issued patents, one (1) new provisional patent application, non-patent rights to proprietary libraries of algorithms and other trade secrets including modifications and improvements. In consideration of the rights granted to the Company under the original License Agreement, the Company granted JHU-APL 178,571 warrants exercisable to purchase shares of common stock at $2.10 per share. We entered into a new license agreement with JHU-APL in July 2022 that provides the Company with new intellectual property and also encompasses most of the intellectual property from the February 2018 license. In consideration for the new license entered into in July 2022 with JHU-APL, the Company issued to JHU-APL 39,879 shares of common stock. Under the terms of the new license agreement, JHU-APL will be entitled to eight (8%) percent of net sales for the services provided by the Company to other partie

View Full Filing

View this S-1 filing on SEC EDGAR