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

☐	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

incorporation or organization)

(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock $0.00001 par value per share	BFRG	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Tradeable Warrants	BFRGW	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

The number of shares of the registrant’s common stock issued and outstanding, as of August 7, 2024 was 7,850,550.

BULLFROG AI HOLDINGS, INC.

TABLE OF CONTENTS FOR FORM 10-Q

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	2
	Condensed Consolidated Statements of Operations (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)	4
	Condensed Consolidated Statements of Cash Flows (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II.	OTHER INFORMATION	21

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23

	SIGNATURES	24

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934 or the “Exchange Act.” These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results.

In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this report are based upon management’s current expectations and beliefs, which management believes are reasonable. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor or combination of factors, or factors we are unaware of, may cause actual results to differ materially from those contained in any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including:

	●	our future financial performance, including our revenue, costs of revenue, operating expenses and profitability;

	●	the sufficiency of our cash and cash equivalents to meet our liquidity needs;

	●	our predictions about the proprietary development, digital transformation technology and bio health businesses and their respective market trends;

	●	our ability to attract and retain customers in all our business segments to purchase our products and services;

	●	the availability of financing for smaller publicly traded companies like us;

	●	our ability to successfully expand in our three principal business markets and into new markets and industry verticals; and

	●	our ability to effectively manage our growth and future expenses.

Other risks and uncertainties include such factors, among others, as market acceptance and market demand for our products and services, pricing, the changing regulatory environment, the effect of our accounting policies, industry trends, adequacy of our financial resources to execute our business plan, our ability to attract, retain and motivate key personnel, and other risks described from time to time in periodic and current reports we file with the United States Securities and Exchange Commission, or the “SEC.” You should consider carefully the statements under this report, which address additional factors that could cause our actual results to differ from those set forth in the forward-looking statements and could materially and adversely affect our business, operating results and financial condition. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Bullfrog AI Holdings, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2024			December 31, 2023

Assets
Current assets
Cash and cash equivalents	$	5,614,088		$	2,624,730
Prepaid expenses		457,355			145,882
Total current assets		6,071,443			2,770,612

Property and equipment, net		5,112			5,974
Total assets	$	6,076,555		$	2,776,586

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	82,016		$	103,656
Accrued expenses		268,437			80,694
Short term insurance financing		341,040			-
Total current liabilities		691,493			184,350
Total liabilities		691,493			184,350

Stockholders’ equity
Series A Convertible Preferred stock, $0.00001 par value, 5,500,000 shares authorized; 73,449 shares issued and outstanding as of June 30, 2024 and December 31, 2023.		1			1
Common stock, $0.00001 par value, 100,000,000 shares authorized; 7,850,550 and 6,094,644 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		79			61
Additional paid-in capital		18,672,120			12,347,098
Accumulated deficit		(13,287,138	)		(9,754,924	)
Total stockholders’ equity		5,385,062			2,592,236
Total liabilities and stockholders’ equity	$	6,076,555		$	2,776,586

See accompanying notes to unaudited condensed consolidated financial statements.

Bullfrog AI Holdings, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	2024			2023			2024			2023
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue
Revenue	$	-		$	-		$	-		$	-
Total revenue		-			-			-			-

Cost of goods sold
Cost of goods sold		-			-			-			-
Total cost of goods sold		-			-			-			-

Gross profit		-			-			-			-

Operating expenses
Research and development		513,699			273,671			1,065,825			643,604
General and administrative		1,168,264			1,263,299			2,581,856			2,084,011
Total operating expenses		1,681,963			1,536,970			3,647,681			2,727,615

Loss from operations		(1,681,963	)		(1,536,970	)		(3,647,681	)		(2,727,615	)

Other income (expense), net
Interest expense, net		(7,899	)		(10,841	)		(11,172	)		(71,122	)
Loss on conversion of notes		-			-			-			(92,959	)
Other income, net		78,216			67,413			143,413			85,751
Total other income (expense), net		70,317			56,572			132,241			(78,330	)
Net loss		(1,611,646	)		(1,480,398	)		(3,515,440	)		(2,805,945	)
Deemed dividend related to warrant exercise price adjustment		-			-			(16,774	)		-
Net loss attributable to common stockholders	$	(1,611,646	)	$	(1,480,398	)	$	(3,532,214	)	$	(2,805,945	)

Net loss per common share attributable to common stockholders - basic and diluted	$	(0.20	)	$	(0.24	)	$	(0.46	)	$	(0.51	)
Weighted average number of shares outstanding - basic and diluted		8,124,834			6,055,537			7,756,671			5,451,138

See accompanying notes to unaudited condensed consolidated financial statements.

Bullfrog AI Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2022		73,449	$	1		4,021,935	$	40	$	1,341,662	$	(4,399,055	)	$	(3,057,352	)
Stock-based compensation		-		-		-		-		127,450		-			127,450
Issuance of common stock and warrants, net of issuance costs		-		-		1,297,318		13		7,293,638		-			7,293,651
Issuance of common stock for services		-		-		7,692		1		49,999		-			50,000
Conversion of convertible debt to common stock		-		-		331,166		3		1,535,612		-			1,535,615
Net loss		-		-		-		-		-		(1,325,547	)		(1,325,547	)
Balance at March 31, 2023		73,449		1		5,658,111		57		10,348,361		(5,724,602	)		4,623,817
Stock-based compensation		-		-		-		-		262,267		-			262,267
Issuance of common stock pursuant to warrant exercises		-		-		436,533		4		1,494,654		-			1,494,658
Net loss		-		-		-		-		-		(1,480,398	)		(1,480,398	)
Balance at June 30, 2023		73,449	$	1		6,094,644	$	61	$	12,105,282	$	(7,205,000	)	$	4,900,344

Balance at December 31, 2023		73,449	$	1		6,094,644	$	61	$	12,347,098	$	(9,754,924	)	$	2,592,236
Stock-based compensation		-		-		-		-		335,417		-			335,417
Issuance of common stock and warrants, net of issuance costs		-		-		1,247,092		13		5,674,638		-			5,674,651
Issuance of common stock pursuant to warrant exercises		-		-		508,814		5		105,811		-			105,816
Deemed dividend related to warrant price adjustment		-		-		-		-		16,774		(16,774	)		-
Net loss		-		-		-		-		-		(1,903,794	)		(1,903,794	)
Balance at March 31, 2024		73,449		1		7,850,550		79		18,479,738		(11,675,492	)		6,804,326
Balance		73,449		1		7,850,550		79		18,479,738		(11,675,492	)		6,804,326
Stock-based compensation		-		-		-		-		192,382		-			192,382
Net loss		-		-		-		-		-		(1,611,646	)		(1,611,646	)
Balance at June 30, 2024		73,449	$	1		7,850,550	$	79	$	18,672,120	$	(13,287,138	)	$	5,385,062
Balance		73,449	$	1		7,850,550	$	79	$	18,672,120	$	(13,287,138	)	$	5,385,062

See accompanying notes to unaudited condensed consolidated financial statements.

Bullfrog AI Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2024			2023
	Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(3,515,440	)	$	(2,805,945	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		862			862
Stock-based compensation		527,799			389,717

SEC Form 10-Q filed by Bullfrog AI Holdings Inc.