UNITED STATES
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): March 31, 2026
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 8.01. Other Matters.
As originally disclosed, on August 21, 2025, BullFrog AI Holdings, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires certain companies listed on The Nasdaq Capital Market to maintain minimum stockholders’ equity of $2,500,000 (the “Stockholders’ Equity Requirement”). The Company ultimately requested a hearing before an independent Nasdaq Hearings Panel (the “Panel”) to address the deficiency, which request stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period that may be granted by the Panel following the hearing.
Since requesting such hearing, the Company has completed certain sales of its common stock under its existing at-the-market sales agreement and equity line of credit facility for aggregate net proceeds of at least $3.45 million. As a result of the foregoing transactions, as of the date of this Current Report on Form 8-K, the Company believes it now has stockholders’ equity of more than $2.5 million in compliance with the Stockholders’ Equity Requirement.
Cautionary Note regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control, and that may cause results to differ materially from expectations. Examples of forward-looking statements include, among others, statements regarding the outcome of any hearing before the Nasdaq Panel and the Company’s ability to regain compliance with Nasdaq listing rules. The forward-looking statements made in this report speak only as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are being furnished herein:
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2026 | BullFrog AI Holdings, Inc. | |
| By: | /s/ Vininder Singh | |
| Name: | Vininder Singh | |
| Title: | Chief Executive Officer | |