Bullfrog AI Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Requirement or Standard; Transfer of Listing.
As previously reported, on August 21, 2025, BullFrog AI Holdings, Inc. (the “Company”) received a letter (the “Notice Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company’s stockholders’ equity was below $2,500,000, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Stockholder Equity Requirement”). In accordance with Nasdaq listing rules, the Company received 45 days to submit a plan to Nasdaq to regain compliance with the Stockholder Equity Requirement. The Company submitted its compliance plan in late September 2025.
Thereafter, on October 7, 2025, the Company received a letter (the “Extension Letter”) from Nasdaq informing the Company that, based on the Company’s plan, the Company was granted an extension of time to regain compliance with the Stockholder Equity Requirement. In accordance with the Extension Letter, the Company now has 180 calendar days from the date of the Notice Letter, or until February 17, 2026, to regain compliance with the Stockholder Equity Requirement.
If the Company does not regain compliance with the Stockholder Equity Requirement by the end of this compliance period, the Company’s common stock and tradable warrants will become subject to delisting. In the event that the Company receives notice that its common stock and tradable warrants are being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Nasdaq’s staff to a Nasdaq hearings panel. The Company intends to continue to take all reasonable measures in accordance with its plan submitted to Nasdaq in order to regain compliance with the Nasdaq listing rules. There can, however, be no assurance that the Company will be able to regain compliance by the deadline.
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 Company’s ability to regain compliance with Nasdaq 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: October 9, 2025 | BullFrog AI Holdings, Inc. | |
| By: | /s/ Vininder Singh | |
| Name: | Vininder Singh | |
| Title: | Chief Executive Officer | |