Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Information
with Respect to our Common Stock and Tradeable Warrants
Our
common stock is traded on the Nasdaq Capital Market, or Nasdaq, and began trading under the symbol “BFRG” on February 14,
2023. Our tradeable warrants are traded on Nasdaq and began trading under the symbol “BFRGW” on February 14, 2023.
Holders
of Record
As
of April 14, 2023 we had 19 shareholders of record of our common stock.
Dividend
Policy
Holders
of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally
available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained
for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend
upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.
Recent
Sales of Unregistered Securities
None.
Securities
Authorized for Issuance under Equity Compensation Plans
The
information required by this item with respect to securities authorized for issuance under equity compensation plans is set forth in
Part III, Item 12 of this Annual Report on Form 10-K.
Issuer
Purchases of Equity Securities
The
Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2022.
Use
of Proceeds from the Sale of Registered Securities
On
February 13, 2023, our Registration Statement, as amended, and originally filed on Form S-1 (File No. 333-267951) was declared
effective by the SEC for our initial public offering of 1,317,647 units, including 197,647 additional common stock, tradeable
warrants and/or non-tradeable warrants, by the underwriters pursuant to the exercise of the over-allotment option, each at an
offering price of $6.48 per share, $0.01 per tradeable warrant, and/or $0.01 per non-tradeable warrant, for aggregate gross
proceeds of approximately $8.4 million. After deducting underwriting discounts and commissions and other estimated offering expenses
incurred by us of approximately $1.1 million, the net proceeds from the offering were approximately $7.3 million . WallachBeth
Capital LLC acted as sole book-running manager and the representative of the underwriters of the initial public offering. No
offering costs were paid or are payable, directly, or indirectly, to our directors or officers, to persons owning 10% or more of any
class of our equity securities, or to any of our affiliates. Our common stock and tradeable warrants are traded on Nasdaq under the
symbols “BFRG” and “BFRGW”, respectively.
There
has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus filed with the
SEC on February 16, 2023. Upon receipt, the net proceeds from our IPO were held in cash, cash equivalents and short-term investments.
As of March 31, 2023, we have used approximately $1.9 million of the net proceeds from the IPO, primarily on D&O Insurance, repayment
of debt that was not converted in the IPO and accrued expenses for technology access, consultants and compensation as well as the costs
for operations in the first quarter of 2023. Pending such uses, we plan to continue investing the unused proceeds from the IPO in fixed,
non-speculative income instruments and money market funds.
ITEM
6. Reserved
Not
applicable.
18
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