Core Viewpoint - BullFrog AI Holdings, Inc. has successfully closed a definitive agreement for the purchase and sale of 1,565,000 shares of common stock and common warrants, raising approximately $3.13 million in gross proceeds through a registered direct offering and a concurrent private placement at a combined purchase price of $2.00 per share [1][2]. Group 1: Offering Details - The offering includes 1,565,000 shares of common stock and common warrants to purchase an equal number of shares, with an exercise price of $2.00 per share [1]. - The warrants are initially exercisable six months from the issuance date and will expire five years from that date [1]. - The gross proceeds from the offering are expected to be approximately $3.13 million, excluding any proceeds from the exercise of the warrants and before deducting placement agent fees and other expenses [2]. Group 2: Regulatory Compliance - The shares and pre-funded warrants will be issued under an effective shelf registration statement on Form S-3, previously filed with the SEC [3]. - The common warrants issued in the private placement are offered under an exemption from registration requirements and have not been registered under the Securities Act [3]. Group 3: Company Overview - BullFrog AI is a technology-enabled drug development company utilizing AI and machine learning to enhance the development of pharmaceuticals and biologics [4]. - The company employs its proprietary bfLEAP(TM) platform to analyze biological, clinical, and real-world data, aiming to streamline data analytics and reduce development costs by decreasing failure rates in therapeutics [4].

JERSEY CITY, N.J., Oct. 18, 2024 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced that BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) ("Bullfrog AI" or the "Company"), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, has entered into a definitive agreement for the purchase and sale of an aggregate of 1,565, ...

GAITHERSBURG, Md., Oct. 18, 2024 (GLOBE NEWSWIRE) -- BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) ("Bullfrog AI" or the "Company"), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, announced today it has entered into a definitive agreement for the purchase and sale of an aggregate of 1,565,000 shares of common stock (or common stock equivalents in lieu thereof) in a registered direc ...

The study, led by Dr. Lopa Mishra and published in Cell Reports, provides new mechanistic evidence for role of BF-114 target β2-spectrin in obesity, MASLD, MASH, and HCC The findings suggest that targeting β2-spectrin with BF-114 can prevent the progression of liver diseases New data builds on earlier studies and further supports BF-114's potential to address major unmet needs in treating obesity-related liver diseases Dr. Lopa Mishra, a globally recognized expert in liver disease, has joined BullFrog AI's ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 84-4786155 (State or other jurisdiction of in ...

GAITHERSBURG, Md., July 25, 2024 (GLOBE NEWSWIRE) -- BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) ("BullFrog AI" or the "Company"), a leader in AI-driven drug discovery, announced significant advancements in its ongoing collaboration with the Lieber Institute for Brain Development (LIBD). Building on the progress detailed in our May 16, 2024 release, our research has now pinpointed specific molecular pathways associated with bipolar disorder (BD), enabling the identification of new candidate drug target ...

Our latest analysis, focusing on functional enrichment across various brain regions associated with bipolar disorder, identified significant enrichment in six out of 68 clusters from the LIBD brain dataset. This means that six specific groups of genes or proteins, which are highly relevant to at least some cases with BD, were found among the many brain data clusters analyzed. This is significant because it narrows down gene networks most involved in BD, allowing for more targeted research. Continued Collabo ...

GAITHERSBURG, Md., May 29, 2024 (GLOBE NEWSWIRE) -- BullFrog AI, Inc. (NASDAQ: BFRG; BFRGW) ("BullFrog AI" or the "Company"), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, is pleased to invite investors to a webinar on June 12, 2024, at 4:15 p.m. ET. To register for the free webinar, please visit: https://redchip.zoom.us/webinar/register/WN_mue5XBuOSOiW5ZqV2iiKeg#/registration The e ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for Q1 2024 reflect the company's pre-revenue stage, a net loss of **$1.9 million**, and significant asset and equity growth to **$7.6 million** and **$6.8 million** respectively, driven by a secondary public offering [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets significantly increased to **$7.65 million** from **$2.78 million** at year-end 2023, primarily due to increased cash from financing, with total liabilities rising and stockholders' equity reaching **$6.80 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Items | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,010,717 | $2,624,730 | | Total current assets | $7,643,313 | $2,770,612 | | **Total assets** | **$7,648,856** | **$2,776,586** | | **Liabilities & Equity** | | | | Total current liabilities | $844,530 | $184,350 | | **Total liabilities** | **$844,530** | **$184,350** | | **Total stockholders' equity** | **$6,804,326** | **$2,592,236** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2024, the company reported no revenue, with net loss widening to **$1.90 million** from **$1.33 million** year-over-year, primarily due to increased operating expenses, including **$552,126** in R&D and **$1.41 million** in G&A Statement of Operations Summary (Unaudited) | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Total Revenue | $0 | $0 | | Research and development | $552,126 | $369,933 | | General and administrative | $1,413,592 | $820,712 | | Total operating expenses | $1,965,718 | $1,190,645 | | Loss from operations | ($1,965,718) | ($1,190,645) | | Net loss | ($1,903,794) | ($1,325,547) | | Net loss per share | ($0.26) | ($0.27) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' equity increased from **$2.59 million** at year-end 2023 to **$6.80 million** by March 31, 2024, primarily driven by **$5.67 million** from common stock and warrant issuances, partially offset by a **$1.90 million** net loss Changes in Stockholders' Equity for Q1 2024 (Unaudited) | Description | Amount | | :--- | :--- | | Balance at December 31, 2023 | $2,592,236 | | Issuance of common stock and warrants, net | $5,674,651 | | Issuance of common stock (warrant exercises) | $105,816 | | Stock-based compensation | $335,417 | | Net loss | ($1,903,794) | | **Balance at March 31, 2024** | **$6,804,326** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2024, net cash used in operating activities was **$1.90 million**, while financing activities provided **$6.29 million**, leading to a **$4.39 million** net increase in cash and a period-end balance of **$7.01 million** Cash Flow Summary (Unaudited) | Cash Flow Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,901,634) | ($2,361,336) | | Net cash used in investing activities | $0 | $0 | | Net cash provided by financing activities | $6,287,621 | $7,723,187 | | **Net increase in cash** | **$4,385,987** | **$5,361,851** | | **Cash at end of period** | **$7,010,717** | **$5,419,521** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's AI/ML platform for drug development, its history of net losses, and the sufficiency of its **$7.0 million** cash balance, bolstered by a **$5.7 million** Q1 2024 offering, to fund operations for 12 months, alongside key accounting policies and license agreements - The company focuses on advanced AI/ML-driven analysis of complex medical and healthcare data sets, utilizing its proprietary bfLEAP™ platform developed at The Johns Hopkins University Applied Physics Laboratory (JHU-APL)[23](index=23&type=chunk)[24](index=24&type=chunk) - The company has had negative cash flows from operations since inception, and following a secondary public offering in Q1 2024 that raised approximately **$5.7 million** in net proceeds, the company believes its cash balance of approximately **$7.0 million** is sufficient to fund operations for about 12 months[26](index=26&type=chunk) - In February 2024, the company received approximately **$6.5 million** in gross proceeds from an underwritten secondary public offering of common stock, pre-funded warrants, and warrants[61](index=61&type=chunk) - The company holds several exclusive, worldwide, royalty-bearing licenses for technology and drug candidates from institutions including JHU-APL, George Washington University, and Johns Hopkins University[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-revenue status, its bfLEAP™ AI/ML platform, a net loss driven by increased R&D and G&A expenses, and the **$5.7 million** net proceeds from a Q1 2024 secondary offering, deemed sufficient for 12 months of operations [Overview](index=20&type=section&id=Overview) The company leverages its bfLEAP™ AI/ML platform for medical data analysis and drug development, having initiated R&D, formed partnerships, and acquired drug asset rights since its February 2023 IPO, including licenses from Johns Hopkins University - The company's core technology is the bfLEAP™ AI/ML platform, licensed from The Johns Hopkins University Applied Physics Laboratory (JHU-APL), which is used to analyze complex data in medicine[100](index=100&type=chunk)[165](index=165&type=chunk) - The business strategy includes generating revenue from service contracts, such as a completed project with a rare disease non-profit, and acquiring rights to drug assets for internal development and eventual divestiture[112](index=112&type=chunk) - The company has signed exclusive worldwide license agreements with Johns Hopkins University for a glioblastoma drug and with George Washington University for a liver cancer drug[112](index=112&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For Q1 2024, the company reported no revenue, with total operating expenses increasing by **$775,073** to **$1.97 million**, driven by higher R&D costs from new hires and studies, and increased G&A expenses due to personnel and equity compensation - The company did not generate any revenue during the three months ended March 31, 2024[115](index=115&type=chunk) Comparison of Operating Expenses (Q1 2024 vs Q1 2023) | Expense Category | Q1 2024 | Q1 2023 | Net Change | | :--- | :--- | :--- | :--- | | Research and development | $552,126 | $369,933 | $182,193 | | General and administrative | $1,413,592 | $820,712 | $592,880 | | **Total operating expenses** | **$1,965,718** | **$1,190,645** | **$775,073** | - The increase in R&D expenses was primarily due to hiring additional technical staff, engaging consultants, and initiating a preclinical obesity study, while the increase in G&A expenses was mainly due to increased personnel costs from new hires and associated equity compensation[152](index=152&type=chunk)[164](index=164&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, the company held **$7.0 million** in cash and an **$11.7 million** accumulated deficit, with operations funded by stock sales, including a Q1 2024 secondary offering that provided **$5.7 million** net, deemed sufficient for 12 months of operations - The company had a cash balance of approximately **$7.0 million** as of March 31, 2024[168](index=168&type=chunk) - In Q1 2024, the company completed an underwritten secondary offering of common stock and warrants, generating approximately **$5.7 million** in net proceeds[168](index=168&type=chunk)[179](index=179&type=chunk) - Management believes the company's current capital resources are sufficient to fund planned operations for approximately 12 months from the filing date[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Bullfrog AI Holdings, Inc. is not required to provide the information for this item - Disclosure for this item is not required as the company qualifies as a smaller reporting company[120](index=120&type=chunk)[127](index=127&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) The company is maintaining and designing disclosure controls and procedures to ensure timely and accurate reporting, and during Q1 2024, it implemented changes to its internal control over financial reporting by transitioning accounting processes to a new external firm and automating vendor payments - The company is in the process of transitioning and maintaining disclosure controls and procedures to ensure information is recorded and reported in a timely manner[124](index=124&type=chunk) - During Q1 2024, the company transitioned its accounting processes to a new external firm and automated vendor payments, which are changes intended to enhance internal control over financial reporting[139](index=139&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any legal proceedings that are considered material to its financial condition or results of operations - As of the report date, the company is not a party to any legal proceedings deemed to be material to its financial condition or operations[126](index=126&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Bullfrog AI Holdings, Inc. is not required to provide the information for this item - Smaller reporting companies are not required to provide the information required by this item[127](index=127&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the first quarter of 2024, and the company continues to use the proceeds from its Initial Public Offering and secondary offering to fund its operations - There were no issuances of unregistered sales of equity securities during the three months ended March 31, 2024[128](index=128&type=chunk) - The company continues to use proceeds from its IPO and secondary offering for its operations[121](index=121&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reported no defaults upon senior securities[144](index=144&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company's business[145](index=145&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) This section discloses that CEO Vininder Singh has a Rule 10b5-1 sales plan for up to **1,000,000** shares of common stock, under which **100,000** shares were sold in Q1 2024, with no other directors or executive officers adopting or modifying such plans - CEO Vininder Singh has a 10b5-1 sales plan, established in June 2023, for the sale of up to **1,000,000** shares of common stock, under which **100,000** shares were sold in Q1 2024[146](index=146&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including certifications by the CEO and CFO pursuant to SEC rules and the Sarbanes-Oxley Act, and documents formatted in Inline XBRL - The report includes certifications from the Chief Executive Officer and Chief Financial Officer, as well as Inline XBRL documents, as exhibits[133](index=133&type=chunk)[148](index=148&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Nevada 84-4786155 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 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) Tradable Warrants BFRGW The Nasdaq Stock Market LLC (The Nasdaq Capital Market) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 1 ...