Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 26, 2024

BULLFROG AI HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada	001-41600	84-4786155
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

325 Ellington Blvd, Unit 317

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

(240) 658-6710

(Registrant’s telephone number, including area code)

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 ☒

If an emerging growth company, indicate by check mart 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 Events.

On January 26, 2024, Bullfrog AI Holdings, Inc. issued a press release announcing the appointment of two distinguished scientific advisors to its advisory board: Gwenn S. Smith, PhD, and Jeremiah Wala, MD, PhD. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial statements and Exhibits

(d) Exhibits.

Exhibit Number		Description

Exhibit 99.1		Press Release dated January 26, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 26, 2024

BULLFROG AI HOLDINGS, INC.

By:	/s/ Vininder Singh
	Vininder Singh
	Chief Executive Officer

Exhibit 99.1

BullFrog AI Strengthens Scientific Advisory Board with the Addition of Dr. Gwenn Smith and Dr. Jeremiah Wala

Gaithersburg, MD – January 26, 2024 – 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, today announced the appointment of two distinguished scientific advisors to its advisory board: Gwenn S. Smith, PhD, and Jeremiah Wala, MD, PhD.

“We are thrilled to welcome Dr. Smith and Dr. Wala to our advisory board,” said Vin Singh, CEO of BullFrog AI. “Their remarkable achievements and deep knowledge in their respective fields will be invaluable as we continue to push the boundaries of AI in biotechnology, and their insights will be instrumental in guiding our mission to develop breakthrough therapies and improve patient outcomes.”

Dr. Smith, the Richman Professor of Psychiatry and Behavioral Sciences and Radiology at Johns Hopkins University School of Medicine, brings a wealth of expertise in brain imaging and neuropsychiatry. With a career spanning over two decades, Dr. Smith has made significant contributions to understanding the neurochemical mechanisms of cognitive deficits and neuropsychiatric symptoms in aging and neurodegenerative disease. Her extensive research in late-life depression, Alzheimer’s disease, and other neurodegenerative conditions adds value to and aligns seamlessly with BullFrog AI’s collaborative partnership with the Lieber Institute for Brain Development.

“I am honored to join the advisory board of BullFrog AI, a company that stands at the forefront of a transformative wave in the biopharma industry,” said Dr. Smith. “BullFrog AI’s partnership with the Lieber Institute is poised to revolutionize our understanding and treatment of psychiatric and neurological conditions. I look forward to contributing my expertise to BullFrog AI’s innovative endeavors, leveraging my research experience to enhance our joint efforts in improving patient care.”

Dr. Wala, a physician-scientist, computational biologist, and senior medical oncology fellow at Dana-Farber Cancer Institute, adds a unique blend of clinical insight and computational expertise to BullFrog AI’s scientific advisory board. His research in structural variation in cancer genomes and spatial tissue profiling is at the forefront of oncology. Dr. Wala’s background in Applied Physics, Biomedical Informatics, and his current focus on genitourinary cancers, ideally positions him to contribute to BullFrog AI’s pioneering work in AI-driven biopharma solutions.

Dr. Wala commented, “I’m excited to work with BullFrog AI and to apply their novel AI platform in the oncology space. The rapid growth of deep bulk, single-cell and now spatial molecular tumor data carries an enormous potential for drug discovery and more focused clinical trial design but will need new AI insights to fully realize. I’m looking forward to converting insights from BullFrog AI’s unique approach to molecular data analysis into new clinical and pharmacological advances for cancer patients.”

About BullFrog AI

BullFrog AI is a technology-enabled drug development company using Artificial Intelligence and machine learning to enable the successful development of pharmaceuticals and biologics. Through its collaborations with leading research institutions, BullFrog AI is at the forefront of AI-driven drug development using its proprietary bfLEAP™ artificial intelligence platform to create and analyze networks of biological, clinical, and real-world data spanning from early discovery to late-stage clinical trials. BullFrog AI is deploying bfLEAP™ for use at several critical stages of development with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics.

For more information visit BullFrog AI at:

Website: https://bullfrogai.com

LinkedIn: https://www.linkedin.com/company/bullfrogai/

Safe Harbor Statement

This press release contains forward-looking statements. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

Contact:

Investors

Dave Gentry

RedChip Companies, Inc.

BFRG@redchip.com

800-733-2447

SOURCE: BullFrog AI Holdings, Inc.

Cover	Jan. 26, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 26, 2024
Entity File Number	001-41600
Entity Registrant Name	BULLFROG AI HOLDINGS, INC.
Entity Central Index Key	0001829247
Entity Tax Identification Number	84-4786155
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 Ellington Blvd
Entity Address, Address Line Two	Unit 317
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20878
City Area Code	(240)
Local Phone Number	658-6710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock, par value $ 0.00001 per share
Title of 12(b) Security	Common Stock, par value $ 0.00001 per share
Trading Symbol	BFRG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Tradeable Warrants
Title of 12(b) Security	Tradeable Warrants
Trading Symbol	BFRGW
Security Exchange Name	NASDAQ