What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-04-25 · 827 added, 999 removed, 607 unchanged (75% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls

and Procedures

Controls and Procedures

are transitioning to and will maintain disclosure controls and procedures that are designed to ensure that information required to be

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University of Maryland is a licensed CPA in Maryland (inactive).

Non-Executive

Don Elsey has been a director and chair of the Audit Committee of our board since February 14, 2023.

Currently, Mr.

as an advisor to the CEO of Lyra Therapeutics, a private company pioneering a new therapeutic approach to treat debilitating ear, nose

and throat diseases.

Audit Chair of OpGen, Inc., a precision medicine company.

Elsey was the CFO of Lyra until his retirement in December 2020.

Previously, from February 2015 to February

from February 2015 to February 2019, Mr.

Elsey served as Chief Financial Officer at Senseonics, Inc., a medical device company.

From May 2014 until February 2015, Mr.

May 2014 until February 2015, Mr.

Elsey served as Chief Financial Officer of Regado Biosciences, Inc., a biopharmaceutical company.

From December 2012 to February 2014,

Elsey served as Chief Financial Officer of LifeCell Corporation, a privately held regenerative medicine company.

December 2012 to February 2014, Mr.

Elsey served as Chief Financial Officer of LifeCell Corporation, a privately held regenerative medicine

Elsey holds a B.A.

in economics and an M.B.A.

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We believe that Mr.

Elsey is qualified to serve as a member

of our board of directors because of his extensive professional experience in science and biotechnology companies,

Esley is qualified

to serve as a member of our board of directors because of his extensive professional experience in science and biotechnology companies.

“Bill” Enright has been a director and chair of the Compensation Committee of our board since February 14, 2023.

a seasoned biotech executive with more than thirty years of experience in building and financing both privately held and publicly held

companies and will join the board on the effective date of this registration statement.

He is currently the CEO and a Director of Vaccitech

VACC), which he helped to take public in April 2021.

Prior to Vaccitech, Bill spent more than ten years at Altimmune (NASDAQ:

ALT) as a Director, President & CEO, moving multiple programs into clinical testing, completing several acquisitions, and eventually

taking the company public.

Prior to joining Altimmune, Bill spent six years with GenVec, Inc.

(acquired by Intrexon) with increasing

responsibilities, culminating as Head of Business Development.

brings a breadth of experiences in a variety of positions within the life science/biotech industry, including time as a consultant, a

bench scientist and 12 years with Life Technologies, Inc.

(acquired by Thermo-Fisher), working in various senior level licensing, business

management, manufacturing and research roles.

addition to Vaccitech, Bill sits on the Board of Gravitas Therapeutics, Inc.

and on a Business Advisory Board for Creatv MicroTech, Inc.,

both privately held companies.

received a Master of Arts in Molecular Biology from SUNY at Buffalo and a Master of Science in Business Management from Johns Hopkins

believe that Mr.

Enright is qualified to serve as a member of our board of directors because of his extensive professional experience

in life science/biotech companies and in the management of public companies

Hanson became a director and chair of the Nominating and Corporate Governance Committee on the February 14, 2023.

He currently serves

as President, Chief Executive Officer, and Director at enGene, Inc.

(“enGene”), a position he has held since 2018.

role, he has built “from the ground up” a new scientific, technical and strategic vision for enGene, a Montreal based gene

therapy company with a ten plus year history, re-launched the company with new science, personnel and strategy within six months of joining

In addition, at enGene, Mr.

Hanson continues to build on the new strategy by conceptualized a groundbreaking genetherapy

product from ideation stage into a multi-billion dollar clinical stage asset, has assembled senior team experienced in R&D, oncology

and gene therapy, and has successfully led efforts at FDA to expand BLA, clinical activities to first line NMIBC (Non-Muscle Invasive

Bladder Cancer) effectively doubling addressable market from $3B to $6B Previously, Mr.

Hanson served as President and Chief Executive

Officer of Ohana Biosciences, a biotechnology company based in Cambridge, MA.

Hanson previously served as Executive Vice President

and Chief Strategy Officer for NuVasive, Inc.

and as Corporate Vice President of General Electric Company and member of the senior executive

team of GE Healthcare, a $20-plus billion dollar global pharmaceutical, medical device and healthcare services business.

At GE Healthcare

he had global business responsibilities for a range of portfolio management, corporate development, legal, compliance, and government

relations activities.

Prior to joining GE Healthcare, Mr.

Hanson served as company Group Chairman and Executive Vice President at Valeant

Pharmaceuticals with responsibility for the company’s Consumer, Ophthalmology, Latin American and Dental businesses, as well as

the manufacturing and supply chain, R&D, regulatory and medical affairs teams.

Previously, he served as Executive Vice President

and Chief Operating Officer at Medicis Pharmaceutical Corporation, where he led R&D and other critical functions and helped build

the pre-eminent pipeline of prescription dermatology and aesthetic medicine products prior to its acquisition by Valeant for $2.6 billion.

Hanson received a bachelor’s degree from Cornell University and a law degree from Duke University School of Law.

Hanson is qualified to serve as a member of our board of directors because of his extensive professional experience in life

science/biotech companies.

Relationships

are no family relationships between any director and executive officer.

a seasoned biotech executive with more than thirty-four years of experience in building and financing both privately held and publicly

held companies and He is currently the CEO and a Director of Barinthus Biotherapurtics plc (NASDAQ:

BRNS), which he helped to take public

in April 2021.

Prior to Barinthus, Bill spent more than ten years at Altimmune (NASDAQ:

ALT) as a Director, President & CEO, moving

multiple programs into clinical testing, completing several acquisitions, and eventually taking the company public.

Prior to joining

Altimmune, Bill spent six years with GenVec, Inc.

(acquired by Precigen) with increasing responsibilities, culminating as Head of Business

Bill brings a breadth of experiences in a variety of positions within the life science/biotech industry, including time

as a consultant, a bench scientist and 12 years with Life Technologies, Inc.

(acquired by Thermo-Fisher), working in various senior level

licensing, business management, manufacturing and research roles.

Bill received a Master of Arts in Molecular Biology from SUNY at Buffalo

and a Master of Science in Business Management from Johns Hopkins University.

We believe that Mr.

Enright is qualified to serve as a

member of our board of directors because of his extensive professional experience in life science/biotech companies and in the management

of public companies.

Hanson has served as a director and chair of the Nominating and Corporate Governance Committee since February 14, 2023.

has served as Chief Executive Officer and as a Director of enGene Inc.

since July 2018.

He also served as President of enGene Inc.

July 2018 to December 2022.

Hanson effectively re-launched enGene from a small private company working in the GI discovery space

into a clinical stage gene therapy oncology company trading on Nasdaq, implementing a new scientific, technical and strategic vision

for the Company.

From August 2016 to November, 2017, Mr.

Hanson served as President and Chief Executive Officer of Ohana Biosciences,

a biotechnology company based in Cambridge, MA, and as member of the Ohana Board of Directors and consultant to Ohana from November 2017

to June 2018.

Hanson previously served as Executive Vice President and Chief Strategy Officer for NuVasive, Inc.

from November 2015

to August 2016.

Hanson served as Corporate Vice President of General Electric Company and member of the senior executive team of

GE Healthcare, a global pharmaceutical, medical device and healthcare services business from May 2014 to October 2015.

In January 2013,

Hanson served as Company Group Chairman and Executive Vice President of Valeant Pharmaceuticals International, Inc.

(now Bausch Health

Companies Inc.).

Previously, he served in various roles at Medicis Pharmaceutical Corporation, including as Executive Vice President

and Chief Operating Officer between July 2006 and December 2012.

Hanson also served in numerous roles at GE Healthcare, including

General Counsel roles, from April 1999 to July 2006.

Hanson holds a B.S.

from Cornell University and a J.D.

from Duke University

School of Law.

table below provides certain information regarding the diversity of our board of directors as the date of this annual report.

Board Diversity Matrix

Country of Principal Executive Offices:

United States

Foreign Private Issuer

Disclosure Prohibited under Home Country Law

Total Number of Directors

Did Not Disclose Gender

Gender Identity

Demographic Background

Underrepresented Individual in Home Country Jurisdiction

Did Not Disclose Demographic Background

Board seeks members from diverse professional backgrounds who combine a solid professional reputation and knowledge of our business and

industry with a reputation for integrity.

Our Board does not have a formal policy concerning diversity and inclusion but is in the process

of establishing a policy on diversity.

Diversity of experience, expertise, and viewpoints is one of many factors the Nominating and Corporate

Governance Committee considers when recommending director nominees to our Board.

Further, our Board is committed to actively seeking

highly qualified women and individuals from minority groups and the LGBTQ+ community to include in the pool from which new candidates

are selected.

Our Board also seeks members that have experience in positions with a high degree of responsibility or are, or have been,

leaders in the companies or institutions with which they are, or were, affiliated, but may seek other members with different backgrounds,

based upon the contributions they can make to our Company.

While the Board has continued its efforts to identify candidates that have

such experience, they have currently been unable to identify any such candidates which fulfill the diversity requirement with the requisite

professional experience.

of Board of Directors in Risk Oversight Process

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oversight through the regular reporting by the Audit Committee.

The information set forth in Item 1C is incorporated herein by reference.

Elsey, Enright and Hanson, three members of our Board of Directors, are independent using the definition of independence under Nasdaq

Listing Rule 5605(a)(2) and the standards established by the SEC.

of the Board of Directors

board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee.

The composition and responsibilities of each of the committees of our board of directors are described below.

All directors hold office

until the next annual meeting of the stockholders of the company and until their successors have been duly elected and qualified.

are elected by and serve at the discretion of our Board.

Our board of directors may establish other committees as it deems necessary

or appropriate from time to time.

audit committee consists of Don Elsey, William Enright and Jason Hanson, with Mr.

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Each member of our audit committee meets the financial literacy requirements

of Nasdaq rules.

Our board of directors has adopted a written charter for the audit committee, which can be found on our website at https://ir.bullfrogai.com/corporate-governance/governance-documents.

of Nasdaq rules, and qualify as a financial expert within the meaning of SEC regulations and meets the financial sophistication requirements

of the pertinent listing standards of Nasdaq, as in effect from time to time.

In making this determination, our board of directors has

considered the members’ formal education and previous and current experience in financial roles.

Our board of directors has adopted

a written charter for the audit committee, which can be found on our website at https://ir.bullfrogai.com/corporate-governance/governance-documents .

audit committee is appointed by the board of directors to assist the board of directors in its duty to oversee the Company’s accounting,

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compliance with legal and regulatory requirements.

The Audit Committee met four times in 2023.

compensation committee consists of William Enright, Don Elsey and Jason Hanson, with Mr.

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adequacy and form of compensation of the board;

compensation of Chief Executive Officer, including base salary, incentive bonus, stock option and other grant, award and benefits

upon hiring and on an annual basis;

compensation of Chief Executive Officer, including base salary, incentive bonus, stock option

and other grant, award and benefits upon hiring and on an annual basis;

compensation of other senior management upon hiring and on an annual basis;

Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our board of directors,

when necessary.

and Corporate Governance Committee

Company’s incentive compensation and other equity-based plans and recommending changes

to such plans to our board of directors, when necessary.

& Corporate Governance Committee

nominating and corporate governance committee consists of Jason Hanson, William Enright and Don Elsey, with Mr.

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Our board of directors has adopted a written charter for the nominating and corporate governance committee, which can be found on our

website at https://ir.bullfrogai.com/corporate-governance/governance-documents.

website at https://ir.bullfrogai.com/corporategovernance/governance-documents .

nominating committee is responsible for, among other things:

criteria for membership on the board of directors and committees;

● identifying

individuals qualified to become members of the board of directors;

● recommending

persons to be nominated for election as directors and to each committee of the board of directors;

reviewing our corporate governance guidelines;

and evaluating the performance of the board of directors and leading the board in an annual self-assessment of its practices and

effectiveness.

and evaluating the performance of the board of directors and leading the board in an annual

self-assessment of its practices and effectiveness.

directors hold office until the next annual meeting of the stockholders of the company and until their successors have been duly elected

and qualified.

Officers are elected by and serve at the discretion of our Board.

of Business Conduct and Ethics

have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal

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Our code of ethics can be found at https://ir.bullfrogai.com/corporate-governance/governance-documents .

December 1, 2023, the Board adopted the BullFrog AI Clawback Policy (the “Clawback Policy”), effective December 1, 2023,

providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event

the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error

that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected

in the current period or left uncorrected in the current period.

Adoption of the Clawback Policy was mandated by new Nasdaq listing standards

introduced pursuant to Exchange Act Rule 10D-1.

The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which

permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive

officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate

because of misconduct, and the reimbursement of those funds to the issuer.

A copy of the Clawback Policy has been filed herewith, and

can also be found at www.bullfrogai.com.

Relationships

are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become

directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities.

in Certain Legal Proceedings

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of Directors.

Trading Policies

have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management,

and employees.

A copy of the insider trading policy is attached as an exhibit to this annual report.

EXECUTIVE COMPENSATION

Compensation Table

following table sets forth all plan and non-plan compensation for the last two fiscal years paid to individuals who served as the Company’s

principal executive officers and the Company’s two other most highly compensated executive officers serving as executive officers

at the end of the last completed fiscal year, as required by Item 402(m)(2) of Regulation S-K of the Securities Act.

We refer to these

individuals collectively as our “named executive officers.”

Name and Principal Position

Stock Awards ($)

Non-Equity Incentive Compensation

Nonqualified deferred compensation

Option Awards

All Other Compensation

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Total Compensation

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the Company achieves $500,000 in sales;

(ii) the filing of an Investigational New Drug (IND) Application with the FDA for mebandazole;

(ii) the filing of an Investigational New Drug (IND) Application with the FDA for mebendazole;

(iii) the Company enters into two (2) strategic partnerships;

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disability of Mr.

have also entered into a consulting agreement (the “Newman Agreement”) with Gerald Newman pursuant to which Mr.

assist the Company with general business consulting, strategic relationships and the recruiting of certain key personnel.

Agreement will terminate on June 23, 2023 and may be renewed upon mutual written agreement by both parties.

Pursuant to the Newman Agreement,

Newman will receive a monthly fee of $7,500 per month payable for eight months, which commenced on February 14, 2023, payable on the

last day of each month.

we have entered into an advisory agreement (the “Greentree Agreement”) with Greentree Financial Group, Inc.

(“Greentree”)

to render certain professional services to the Company including but not limited to responding to comments from the NASDAQ Listing Qualifications

Staff as necessary, assisting the Company in preparing a Code of Conduct applicable to directors, officers and employees, and advising on

all documents and accounting systems relating to its finances and transactions, with the purpose of bringing such documents and systems

into compliance with Generally Accepted Accounting Principles or disclosures required by the SEC.

Pursuant to the Greentree Agreement,

Greentree received 350,000 shares of the Company’s common stock.

compensation has been paid out to the directors during the fiscal year ended December 31, 2022.

following table summarizes the compensation paid to our executive and non-executive directors during the year ended December 31, 2023.

Fees Earned or Paid in Cash ( 1)

Option Awards (2)

All Other Compensation

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Total Compensation

Vininder Singh (3)

William Enright

(1) Represents cash compensation for service as a director and as chair of a board committee during the fiscal year 2023.

(2) Represents annual value of stock options issued during fiscal year 2023 under our 2022 Equity Incentive Plan.

Singh did not receive additional compensation for his service as a director of our Company during the fiscal year 2023.

Retirement or Similar Benefit Plans

are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive

officers, except that stock options may be granted at the discretion of the Board or a committee thereof.

of Directors, Senior Officers, Executive Officers and Other Management

of our directors, executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted

to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Plans

Our Board of Directors has adopted the 2022 Equity Incentive Plan, or 2022 Plan.

Once our 2022 Plan became effective, no further grants

were made under the Company’s previous Incentive Plan.

November 30, 2022, our Board of Directors and shareholders adopted the 2022 Equity Incentive Plan (the “Plan”).

to the Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants.

price of each share of common stock purchasable under an award issued pursuant to the Plan, shall be determined by our compensation committee,

in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market of such share of common stock on the

date the award is granted, subject to adjustment and conditions further described in the Plan.

Our compensation committee shall also

have sole authority to set the terms of all awards at the time of grant.

As of December 31, 2023, there are 441,500 shares available

under the Plan.

Equity Awards at Fiscal Year-End

are no outstanding equity awards held by the Company’s named executive officers or directors as of December 31, 2022.

following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2023.

This table includes

unexercised and unvested options and equity awards.

Outstanding Equity Awards as of December 31, 2023

Option Awards

Date of Grant

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexerciseable

Equity incentive plan awards:

Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

March 17, 2023

March 17, 2033

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the beneficial ownership of our common stock as of April 14, 2023 by:

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 27, 2024 by:

of our named executive officers;

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stockholder known by us to own beneficially more than 5% of our common stock.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the

Shares of common stock that may be acquired by an individual or group within 60 days of April 14, 2023, pursuant to the

exercise of options or warrants, vesting of common stock or conversion of convertible debt, are deemed to be outstanding for the

purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of

computing the percentage ownership of any other person shown in the table.

Percentage of ownership is based on 6,086,952 shares of

common stock issued and outstanding as of April 14, 2023.

ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Shares of common stock that may be acquired by an individual or group within 60 days of March 27, 2024, pursuant to the exercise of options

or warrants, vesting of common stock or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the

percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership

of any other person shown in the table.

Percentage of ownership is based on 7,850,550 shares of common stock issued and outstanding as

of March 27, 2024.

as otherwise indicated, all shares are owned directly.

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Chief Financial Officer(2)

Don Elsey (3)

William Enright (3)

Jason Hanson (3)

All officers and directors as a group (5 persons)

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Tivoli Trust (4)

Johns Hopkins University Applied Physics Laboratory, LLC

Comprised of 57,142 shares, including 10,000 shares held by his children, of Common Stock and 25,000 Stock Options exercisable within 60 days.

Comprised of 73,449 shares of non-voting Series A Preferred Stock, 115,185 warrants exercisable at $2.50 per shares and 54,714 shares

of Common Stock.

of 2,592,446 shares of Common Stock and 26,333 Stock Options exercisable within 60 days.

of 47,142 shares of Common Stock and 65,676 Stock Options exercisable within 60 days.

of 23,332 Stock Options exercisable within 60 days.

of 73,449 shares of non-voting Series A Preferred Stock, 115,185 warrants exercisable at $2.50 per shares and 54,714 shares of Common

Assumes the conversion of all Series A Preferred Stock into common stock in an amount equal to ten shares of common stock

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Authorized for Issuance under Equity Compensation Plans

2022, our Board of Directors adopted our 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was submitted to

our stockholders for approval.

In November 2022, our Board of Directors adopted our 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was submitted

to our stockholders for approval.

Our 2022 Plan became effective immediately on adoption.

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However, awards outstanding under our previous incentive plan will continue to be governed by their existing terms.

The number of shares of our common stock available for issuance under our 2022 Plan is 900,000

Notwithstanding the number of shares available for issuance, on the first day of each month commencing January 1, 2023, or the first business

day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the number of shares eligible for awards

under the 2022 Plan will automatically increase in an amount equal to 15% of the total number of shares of common stock outstanding as

of December 31st of the preceding fiscal year.

The number of shares of our common stock available for issuance under our 2022 Plan is 900,000 shares.

Notwithstanding the

number of shares available for issuance, on the first day of each month commencing January 1, 2023, or the first business day of the

calendar year if the first day of the calendar year falls on a Saturday or Sunday, the number of shares eligible for awards under the

2022 Plan will automatically increase in an amount equal to 15% of the total number of shares of common stock outstanding as of December

31st of the preceding fiscal year.

Plan Category

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

Number of securities remaining available

for future issuance under equity compensation plans (excluding securities reflected in column (a)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

than as set forth below and compensation arrangements, including employment, and indemnification arrangements, discussed, there have

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shareholder (the “Investor”), with an amount of $150,000, with 0% interest.

Under the SAFE agreement, if

there is an Equity Financing before the termination of this SAFE , on the initial closing

of such Equity Financing, this SAFE will automatically convert into the number of shares

of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price, which

means either:

(1) the Safe Price (the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization) or

(2) the Discount Price (the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate),

whichever calculation results in a greater number of shares of Safe Preferred Stock.

there is a Liquidity Event before the termination of this SAFE , this SAFE

will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds,

due and payable to the Investor immediately prior to, or concurrent with, the consummation of such Liquidity Event, equal to the greater

of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal

to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”).

If any of the Company’s securityholders

are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the Investor will be given the same choice,

provided that the Investor may not choose to receive a form of consideration that the Investor would be ineligible to receive as a result

of the Investor’s failure to satisfy any requirement or limitation generally applicable to the Company’s securityholders,

or under any applicable laws.

SAFE will automatically terminate (without relieving the Company of any obligations arising

from a prior breach of or non-compliance with this SAFE ) immediately following the earliest

(i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this SAFE under agreement;

(ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to the agreement.

Under the SAFE agreement, if there is an Equity

Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert

into the number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price, which means either:

the Safe Price (the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization) or (2) the Discount

Price (the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate), whichever calculation

results in a greater number of shares of Safe Preferred Stock.

there is a Liquidity Event before the termination of this SAFE, this SAFE will automatically be entitled (subject to the liquidation

priority set forth in Section 1(d) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or

concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”)

or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion

If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received

in a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration

that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation

generally applicable to the Company’s securityholders, or under any applicable laws.

SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance

with this SAFE) immediately following the earliest to occur of:

(i) the issuance of Capital Stock to the Investor pursuant to the automatic

conversion of this SAFE under agreement;

or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to the

of December 31, 2021, the $150,000 received from SAFE was recorded at 6% imputed interest.

maturity date of the loan is defined by the SAFE agreement as discussed above.

The SAFE was converted into 32,967 shares of common

stock (post reverse stock split) upon the Company’s IPO in February 2023.

The maturity date of the loan is defined by

the SAFE agreement as discussed above.

The SAFE was converted into 32,967 shares of common stock (post reverse stock split) upon the

Company’s IPO in February 2023.

August 19, 2021, the company entered into a convertible loan agreement with a related party, with a principal balance of $99,900 at 9%

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to cancel and void previous warrants and entered into a new agreement for 115,185 warrants with an exercise price of $2.50.

As of December 31, 2022, the $99,900 principal and the $4,950 overpayment of the note remained outstanding and had accrued interest of $12,462.53.

As of December

31, 2022, the $99,900 principal and the $4,950 overpayment of the note remained outstanding and had accrued interest of $12,463.

warrants discussed above were initially discounted against the notes, subsequent to year end December 31, 2021, they were deemed voided

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October 5, 2022, the Company entered into an exchange agreement with the Investor whereby all of his common stock, 734,493 shares of

common stock (post reverse split shares), were exchanged into 73,449 shares of Series A Convertible Preferred Stock that converts to common at a rate of 10 common for one preferred.

Preferred Stock is the economic equivalent of the common stock but has no voting rights and is subject to a blocker which prohibits

the conversion into common stock if it would result in the Investor owning more than 4.99% of the Company’s outstanding common

stock at such time.

For a description of the rights and preferences of the Series A Preferred Stock, see “Description of

Securities- Series A Convertible Preferred Stock”.

common stock (post reverse split shares), were exchanged into 73,449 shares of Series A Convertible Preferred Stock that converts to

common at a rate of 10 common for one preferred.

The Series A Preferred Stock is the economic equivalent of the common stock but has

no voting rights and is subject to a blocker which prohibits the conversion into common stock if it would result in the Investor owning

more than 4.99% of the Company’s outstanding common stock at such time.

For a description of the rights and preferences of the

Series A Preferred Stock, see “Description of Securities- Series A Convertible Preferred Stock”.

Elsey, Enright and Hanson, three members of our Board of Directors, are independent using the definition of independence under Nasdaq

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Audit-related fees (2)

other fees (4)

All other fees (4)

fees consist of fees for professional services rendered in connection with the annual audit of our consolidated financial statements,

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Exhibits, Financial Statement Schedules

For a list of the consolidated financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this

Annual Report, which is incorporated into this Item by reference.

a list of the consolidated financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this Annual

Report, which is incorporated into this Item by reference.

Underwriting Agreement between the Company and WallachBeth Capital LLC dated February 14, 2023, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023.

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333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

2022 Equity Compensation Plan

2022 Equity Compensation Plan, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2023.

Code of Ethics

Insider Trading Policy

List of significant subsidiaries of Bullfrog AI Holdings, Inc., incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No.

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Section 1350.

Clawback Policy

XBRL Instance Document

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Vininder Singh

Executive Officer and Chairman (Principal Executive Officer)

Financial Officer (Principal Financial and Accounting Officer)

Executive Officer and Chairman

(Principal Executive Officer)

Financial Officer

(Principal Financial and Accounting Officer)

William Enright

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Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficiency for the Years Ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

AI HOLDINGS, INC.

FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(the Company) as of December 31, 2023 and 2022,

and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows

for the years ended December 31, 2022 and 2021, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2022 and 2021 and the results of its operations and its cash flows for flows for the two-year period ended December 31, 2022, in conformity

with accounting principles generally accepted in the United States of America.

and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December

31, 2023 and 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its

operations and its cash flows for flows for the two-year period ended December 31, 2023, in conformity with accounting principles generally

accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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Current assets:

Prepaid expense

Cash and cash equivalents

Prepaid expenses

Total current assets

NON-CURRENT ASSETS:

Property and equipment, net

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

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Accrued expenses

Accrued expenses-related party

Deferred revenue

Notes payable-related party

Convertible notes, net of $ 0 and $ 12,962 debt discount, respectively

Convertible notes-related party, net of $ 0 and $ 1,584 debt

discount, respectively

Convertible notes

Convertible notes - related party

Convertible notes

Total current liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ DEFICIT:

Series A Preferred stock, $ 0.00001 par value, 5,500,000 shares authorized;

and 0 shares are issued and outstanding, respectively,

Stockholders’ equity (deficit):

Series A Convertible Preferred stock, $ 0.00001 par value, 5,500,000 shares authorized;

73,449 shares issued and outstanding, as of December 31, 2023 and 2022.

Common stock, $ 0.00001 par value, 100,000,000 shares authorized;

4,021,935 and

4,622,789 shares are issued and outstanding as of December 31, 2022 and 2021, respectively

6,094,644 and 4,021,935 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

Additional paid-in capital

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( 4,399,055 )

Total BullFrog stockholders’ deficit

$ ( 3,057,352 )

$ ( 1,009,107 )

TOTAL STOCKHOLDERS’ DEFICIT

( 3,057,352 )

Total stockholders’ equity (deficit)

( 3,057,352 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of these financial statements

Total liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these consolidated financial statements.

AI HOLDINGS, INC.

STATEMENTS OF OPERATIONS

For Years Ended December 31

NET REVENUES:

Revenues, net

TOTAL NET REVENUES

COST OF GOODS SOLD:

Ended December 31,

of goods sold:

of goods sold

cost of goods sold

TOTAL COST OF GOODS SOLD

and development

and administrative

operating expenses

Research and development expenses

General and administrative expenses

Payroll and salary

Payroll and salary-related party

TOTAL OPERATING EXPENSES

(LOSS) FROM OPERATIONS

from operations

( 5,367,524 )

OTHER INCOME (EXPENSE):

Interest expense

TOTAL OTHER (EXPENSE)

( 2,455,801 )

NET (LOSS) PER COMMON SHARE:

Basic and diluted

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:

Basic and diluted

The accompanying notes are

an integral part of these financial statements

income (expense), net

on conversion of notes

Interest income

other income (expense), net

$ ( 5,355,869 )

$ ( 2,802,487 )

loss per common share attributable to common stockholders - basic and diluted

average number of shares outstanding - basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

AI HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIENCY) EQUITY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

Series A Preferred stock

Balances, December 31, 2020

Preferred Stock

Additional Paid-in

Total Stockholders’

Balance at December 31, 2021

$ ( 1,596,568 )

( 1,009,107 )

Cash from subscription receivables

Warrants issued with convertible notes

Imputed interest

Equity compensation

Balances, December 31, 2021

Stock-based compensation

Reclassification of warrant

Conversion of convertible notes

Shares cancellation

Shares issuance for license

Common stock converted to Series A Preferred Stock

( 2,802,487 )

Balance at December 31, 2022

( 4,399,055 )

( 3,057,352 )

Imputed Interest

Equity compensation

Conversion of convertible notes

Reclassification of warrant

Shares cancellation

Shares issuance for license

Common stocks converted to Series A Preferred stock

( 4,399,055 )

( 3,057,352 )

Balances, December 31, 2022

Stock-based compensation

Issuance of common stock (initial public offering), net of issuance costs

Issuance of common stock for services

Conversion of convertible debt to common stock

Issuance of common stock pursuant to warrant exercises

( 5,355,869 )

Balance at December 31, 2023

$ ( 9,754,924 )

The accompanying notes are

an integral part of these financial statements

accompanying notes are an integral part of these consolidated financial statements.

AI HOLDINGS, INC.

STATEMENTS OF CASH FLOW

For The Years Ended December 31

STATEMENTS OF CASH FLOWS

Year Ended December 31,

Cash flows from operating activities:

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$ ( 2,802,487 )

Adjustment to reconcile change in net (loss) to net cash and cash equivalents used

in operating activities:

Gain on debt forgiveness

Depreciation expense

Shares issuance for license

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Shares issued for license

Shares issued for services

Loss on conversion of notes

Amortization of debt discount

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Net cash used in operating activities

( 6,001,299 )

Cash flows from investing activities:

Purchase of Property and Equipment

NET CASH FROM INVESTING ACTIVITIES

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from convertible notes payables

Proceeds from convertible notes payables-related party

Proceeds from issuance of common stock (initial public offering), net of issuance costs

Proceeds from exercise of warrants

Proceeds from convertible notes payable

Proceeds from notes payable

Payments of notes payable

Repayment of note payable and interest - related party

Proceeds from notes payables - related party

Proceeds from subscription payable

NET CASH FROM FINANCING ACTIVITIES

Net increase/(decrease) in cash and cash equivalents

Cash, beginning of year

Cash, end of period

Proceeds from short term insurance financing

Payments of short term insurance financing

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental cash flow information:

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Cash paid for taxes

SUPPLEMENTAL DISCLOSURE of NON-CASH ACTIVITY:

Supplemental non-cash activity

Reclassification of warrant

Issuance of common stock upon conversion of notes payable

Conversion of convertible note payable

Cancellation of common stocks

Shares issued for license

Shares issued for services

Warrants issued with convertible notes

accompanying notes are an integral part of these financial statements

Cancellation of common stock

accompanying notes are an integral part of these consolidated financial statements.

AI HOLDINGS, INC.

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AI Holdings, Inc.

was incorporated in the State of Nevada on February 6, 2020.

(“we”, “our” or the “Company”) was incorporated in the State of Nevada on February

Bullfrog AI Holdings, Inc.

is the parent company of Bullfrog

and Bullfrog AI Management, LLC.

which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively.

operations are currently conducted through BullFrog AI Holdings, Inc., which began operations on February 6, 2020.

We are a company focused

specifically on advanced AI/ML-driven analysis of complex data sets in medicine and healthcare.

Our objective is to utilize our platform

for precision medicine approach to drug asset enablement through external partnerships and selective internal development.

is the parent company of Bullfrog AI, Inc.

and Bullfrog AI Management, LLC which were incorporated

in Delaware and Maryland, in 2017 and 2021, respectively.

All of our operations are currently conducted through BullFrog AI Holdings,

Inc., which began operations on February 6, 2020.

We are a company focused specifically on advanced AI/ML-driven analysis of complex

data sets in medicine and healthcare.

Our objective is to utilize our platform for precision medicine approach to drug asset enablement

through external partnerships and selective internal development.

new therapeutics will fail at some point in preclinical or clinical development.

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bfLEAP™ platform utilizes both supervised and unsupervised machine learning – as such, it is able to reveal real/meaningful

connections in the data without the need for an a priori hypothesis.

connections in the data without the need for a priori hypothesis.

Algorithms used in the bfLEAP™ platform are designed to handle

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data sets, such as the robust pre-clinical and clinical trial data sets being generated in translational R&D and clinical trial settings.

and Going Concern

Company has had negative cash flows from operations and operated at a net loss since inception.

In the first quarter of 2023, we completed

our initial public offering (“IPO”).

In February 2024 the Company received net proceeds of approximately $ 4.9 million dollars

from an underwritten public offering of 1,507,139 shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants

to purchase 1,507,139 shares of common stock at an offering price of $ 3.782 .

The 5 year warrants have an exercise price of $ 4.16 .

February 21, 2024, the underwriters elected to take an overallotment of 218,382 common shares and the Company received net proceeds of

approximately $ 750,000 .

In the absence of significant revenues in 2024 the Company believes that its capital resources are sufficient

to fund planned operations for more than 12 months from the date of this filing.

Summary of Significant Accounting Policies

of Estimates in the Preparation of Financial Statements

preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make

estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Estimates include, but

are not limited to, revenue recognition, allowances for doubtful accounts, recoverability of deferred tax assets and certain other of

our accrued liabilities.

Actual results could differ from those estimates.

carrying value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses approximate fair

value due to the relatively short period to maturity for these instruments.

value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are

observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

3 - inputs to the valuation methodology are unobservable and significant to the fair value.

Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis.

annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU

2014-09 “Revenue from Contracts with Customers,” to supersede previous revenue recognition guidance under current U.S.

Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition.

The objective of the guidance is to

establish the principles that an entity shall apply to report useful information to users of financial statements about the nature,

amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer.

The core principle is to

recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in exchange for those goods or services.

Two options were made available for implementation

of the standard:

the full retrospective approach or modified retrospective approach.

The guidance became effective for annual

reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption

We have adopted FASB ASC Topic 606 for our reporting period as of the year-ended December 31, 2019.

As of December 31,

2021, we have had no

In Q4 2022 the Company recognized its first service revenues in the amount of $ 10,000

related to the achievement of a contract milestone under a contract with a Pharmaceutical company.

In compliance with the agreement,

we have met the following milestones – receipt of data for analysis;

data conversion and staging for ingestion.

years-ended December 31, 2022 and 2021, our balance sheet reflects customer down payment received in early 2022 and late 2021 as

unearned revenue in the amount of $ 32,000

and $ 10,000 ,

respectively.

This unearned revenue represents payments received from a leading rare disease non-profit organization under a

contract with a single deliverable.

As is more fully discussed below, we are of the opinion that none of our contracts for products

contain significant financing components that require revenue adjustment under FASB ASC Topic 606.

is recognized based on the following five step model:

of Presentation

accompanying consolidated financial statements include the accounts of Bullfrog AI Holdings, Inc.

and our wholly owned subsidiaries and

have been prepared in conformity with United States generally accepted accounting principles (“GAAP”).

All intercompany accounts

and transactions have been eliminated in consolidation.

February 13, 2023, we completed a 1-for-7 reverse split of our common stock .

Stockholders’ equity and all references to shares

and per share amounts in the accompanying consolidated financial statements have been adjusted to reflect the reverse stock split for

all periods presented.

preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the

amounts reported in the consolidated financial statements and accompanying notes.

These estimates include, but are not limited to, revenue

recognition, allowances for doubtful accounts, recoverability of deferred tax assets and certain other of our accrued liabilities.

results could differ from these estimates.

Company recognizes revenue based on the following five step model:

● Identification

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of the transaction price

step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive

for transferring the goods and services to the customer

step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for

transferring the goods and services to the customer.

of the transaction price to the performance obligations in the contract

step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is

what the customer agrees to pay for the goods and services

step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what

the customer agrees to pay for the goods and services.

● Recognition

of revenue when, or as, the Company satisfies a performance obligation

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rights to new intellectual property generated from the analysis.

Collaborative

Company also intends to enter collaborative arrangements with pharmaceutical companies who have drugs that have failed late Phase 2 or

Phase 3 trials.

These arrangements could take several forms including true partnerships where BullFrog contributes data analysis using

the bfLEAP™ platform with the partner contributing the drug candidate and other resources needed to continue development towards

commercialization with BullFrog receiving an equity or royalty right in the commercialized product.

In other arrangements the Company

may earn cash payments based on achieving certain milestones as determined under each specific arrangement.

of Rights to Certain Drugs

certain circumstances, we may also acquire rights to drugs that are in early-stage clinical trials, use our technology to sponsor and

support a successful later stage precision medicine trial, and divest the asset.

The same process may apply to the discovery of new drugs.

In these instances, divestiture may be in the form of an outright sale of all rights or possibly a license to develop and commercialize

enhanced development candidates.

License agreements could include developmental and commercial milestones in addition to royalties.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

Significant estimates include the fair value of the Company’s stock,

stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred

Actual results may differ from these estimates.

Once data analysis and the analysis report are complete, the Company

delivers the analysis set to the customer and recognizes revenue at that point in time.