BullFrog AI Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. The design of any disclosure controls and procedures is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. We conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the reporting period covered in this Annual Report on Form 10-K, as a result of the material weaknesses in our internal control over financial reporting described below. Notwithstanding the identified material weaknesses, our management has concluded that the audited consolidated financial statements in this filing on Form 10-K, fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with GAAP. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our Company have been detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk. 30 As previously disclosed, management identified material weaknesses in its internal controls over financial reporting at December 31, 2023 which continue to be unremediated as of December 31, 2024. Specifically, Management noted the Company did not properly document, implement or operate a system of effective internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management conducted an assessment of our internal control over financial reporting as of December 31, 2024 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on the assessment, and the noted material weaknesses, management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective. Ongoing Remediation Efforts Management is in the process of implementing improvements to its internal controls over financial reporting. Namely the Company has and is continuing to: ● transition its day-to-day accounting processes to an external firm including automating its vendor payments; ● complete the transfer of the overall accounting process to an enterprise type accounting platform; ● periodically review the design and effectiveness of our controls including the creation of an annual risk assessment and ongoing monitoring activities; and ● evaluate all internal and external resources to ensure they are appropriate for the level and complexity of our current operations. This includes the hiring of a Corporate Controller in 2024. While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We cannot assure you that the measures we have taken to date, or that we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis. Changes in Internal Control Over Financial Reporting Other than the material weaknesses and remediation efforts described above, there has been no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Insider Trading Plans During the quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”. As previously discussed, in June 2023 , Vininder Singh , the Chief Executive Officer and a Director of the Company , entered into a 10b5-1 sales plan (the “10b-5 Sales Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 10b5 Sales Plan provides for the sale of up to 1,000,000 shares of common stock and will remain in effect until the earlier of (1) August 31, 2025; or (2) the date on which an aggregate of 1,000,000 shares of common stock have been sold under the 10b5 Sales Plan. Pursuant to the 10b5 Sales Plan, 50,000 shares were sold under the plan in September 2023, 100,000 shares were sold under the plan in the first quarter of 2024, and 50,000 shares were sold under the plan in each of the second, third, and fourth quarters of 2024. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 31 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Executive Officers and Directors The following table sets forth the name, age and position of each of our executive officers, key employees and directors. Name Age Position(s) Executive Officers: Vininder Singh 56 Chief Executive Officer and Director Josh Blacher 52 Chief Financial Officer Non-Executive Directors: R. Donald Elsey 71 Director and Chair of Audit Committee William Enright 61 Director and Chair of Compensation Committee Jason D. Hanson 56 Director and Chair of Nominating and Corporate Governance Committee Vininder (Vin) Singh is the founder of Bullfrog AI Holdings, Inc. and has served as its Chairman and CEO since its inception in August 2017. Over the past seven years, he has built the Company from scratch and, during that time, he led strategy, built a highly experienced team of leaders, spearheaded the acquisition and development of the Company’s core AI technology and drug assets, secured the first revenue, and raised approximately $2 million in financing prior to the Company’s IPO in February 2023. In February of 2020, he formed Bullfrog AI Holdings, Inc., and Bullfrog AI Inc. became a wholly owned subsidiary designated as the holder of core intellectual property. Vin is a serial entrepreneur and experienced executive with 25 years of experience in the life sciences and biotechnology industries. He has extensive start-up experience having founded and built several pioneering investor-backed companies including Bullfrog AI, which uses AI/ML to enable drug development, Next Healthcare Inc., a personalized diagnostics and adult cell banking service, and MaxCyte Inc. (NASDAQ: MXCT), a cell therapy company. He was also an executive at GlobalStem Inc. and ThermoFisher Scientific, leading their global cell therapy services business. Vin has a B.S. in Electrical Engineering from Rutgers University, an M.S. in Biomedical Engineering from Rensselaer Polytechnic Institute, and an M.B.A. from Johns Hopkins University. We believe that Mr. Singh is qualified to serve as a member of our board of directors due to the perspective and experience that he brings as our founder and Chief Executive Officer, his extensive experience in the science and biotechnology industries and in the management of startup companies. Josh Blacher has been the Chief Financial Officer of Bullfrog AI Holdings, Inc. since December 2024. Mr. Blacher has served as an employee of Danforth Advisors since September 2022, where he has worked as a chief financial officer in a consulting capacity for a number of life sciences companies as well as Managing Partner of Columbus Circle Capital LLC since August 2019. In his capacity as a consultant of Danforth, he has served as Chief Financial Officer of Predictive Oncology since September 2023 as well as Rampart Bioscience and Excision Bio Therapeutics, among others. During his tenure at Columbus Circle Capital, Mr. Blacher has served as chief financial officer at several public and private companies. Prior to his tenure at Columbus Circle Capital, Mr. Blacher served as Chief Business Officer at Inmed Pharmaceuticals (Nasdaq: INM) from April 2018 to August 2019, as Chief Financial Officer of Therapix Biosciences (Nasdaq: TRPX) from April 2017 to April 2018, and as Chief Financial Officer at Galmed Pharmaceuticals (Nasdaq: GLMD) from October 2014 to March 2017. Earlier in his career, Mr. Blacher served in senior capacities at Teva Pharmaceuticals, Deutsche Asset Management and Morgan Stanley. Mr. Blacher holds a Bachelor of Arts from Yeshiva University and a Master of Business Administration from Columbia Business School. 32 R. Don Elsey has been a director and chair of the Audit Committee of our board since February 2023. Mr. Elsey was the Chief Financial Officer of Lyra Therapeutics until his retirement in December 2020. Previously, 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. Elsey served as Chief Financial Officer of Regado Biosciences, Inc., a biopharmaceutical company. From December 2012 to February 2014, Mr. Elsey served as Chief Financial Officer of LifeCell Corporation, a privately held regenerative medicine company. Mr. Elsey holds a B.A. in economics and an M.B.A. in finance from Michigan State University. We believe that Mr. Esley is qualified to serve as a member of our board of directors because of his extensive professional experience in science and biotechnology companies. William “Bill” Enright has been a director and chair of the Compensation Committee of our board since February 2023. He is 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 Chief Executive Officer and a Director of Barinthus Biotherapurtics plc (NASDAQ: BRNS), which he helped to take public in April 2021. Prior to Barinthus, Mr. Enright spent more than ten years at Altimmune (NASDAQ: ALT) as a director, president & chief executive officer, moving multiple programs into clinical testing, completing several acquisitions, and eventually taking the company public. Prior to joining Altimmune, Mr. Enright spent six years with GenVec, Inc. (acquired by Precigen) with increasing responsibilities, culminating as Head of Business Development. Mr. Enright 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. Mr. Enright 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. Jason Hanson has served as a director and chair of the Nominating and Corporate Governance Committee since February 2023. Mr. Hanson served as Chief Executive Officer and as a director of enGene Inc. from July 2018 to July 2024. He also served as President of enGene Inc. from July 2018 to December 2022. Mr. 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. Mr. Hanson previously served as Executive Vice President and Chief Strategy Officer for NuVasive, Inc. from November 2015 to August 2016. Mr. 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, Mr. 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. Mr. Hanson also served in numerous roles at GE Healthcare, including General Counsel roles, from April 1999 to July 2006. Mr. Hanson holds a B.S. from Cornell University and a J.D. from Duke University School of Law. We believe that Mr. Hanson is qualified to serve as a member of our board of directors because of his extensive professional experience in science and biotechnology companies. Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report. 33 Board Diversity Matrix Country of Principal Executive Officers: United States Foreign Private Issuer No Disclosure Prohibited under Home Country Law N/A Total Number of Directors 4 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction N/A LGBTQ+ N/A Did Not Disclose Demographic Background N/A Our 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. Role of Board of Directors in Risk Oversight Process The board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The information set forth in Item 1C is incorporated herein by reference. Director Independence Messrs. 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. Committees of our Board Audit Committee Our audit committee consists of Don Elsey, William Enright and Jason Hanson, with Mr. Elsey serving as chair. Our board of directors has affirmatively determined that each meets the definition of “independent director” under the rules of The Nasdaq Capital Market, and that they meet the independence standards under Rule 10A-3. Each member of our audit committee meets the financial literacy requirements 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 . The audit committee is appointed by the board of directors to assist the board of directors in its duty to oversee the Company’s accounting, financial reporting, and internal control functions and the audit of the Company’s financial statements. The role of the audit committee is to oversee management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence, the performance of the Company’s internal audit function; and the Company’s compliance with legal and regulatory requirements. The audit committee met 5 times in 2024. Compensation Committee Our compensation committee consists of William Enright, Don Elsey and Jason Hanson, with Mr. Enright serving as chair. Our board of directors has adopted a written charter for the compensation committee, which can be found on our website at https://ir.bullfrogai.com/corporate-governance/governance-documents . 34 The compensation committee is responsible for reviewing and recommending, among other things: ● the adequacy and form of compensation of the board; ● the compensation of the Chief Executive Officer, including base salary, incentive bonus, stock option and other grant awards, and benefits upon hiring and on an annual basis; ● the compensation of other senior management upon hiring and on an annual basis; and ● the Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our board of directors, when necessary. The compensation committee met 4 times in 2024. Nominating & Corporate Governance Committee Our nominating and corporate governance committee consists of Jason Hanson, William Enright and Don Elsey, with Mr. Hanson serving as chair. 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/corporategovernance/governance-documents . The nominating committee is responsible for, among other things: ● developing 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; ● annually reviewing our corporate governance guidelines; and ● monitoring and evaluating the performance of the board of directors and leading the board in an annual self-assessment of its practices and effectiveness. The nominating and corporate governance committee met 4 times in 2024. Term of office 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. Officers are elected by and serve at the discretion of our Board. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, employees or persons performing similar functions. Our code of ethics can be found at https://ir.bullfrogai.com/corporate-governance/governance-documents . Clawback Policy The Board has 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 is attached as an exhibit to this annual report and can be found at www.bullfrogai.com. 35 Family Relationships There 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. Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Section 16(a) Beneficial Ownership Compliance Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements, except for one Form 4 by each of Messrs. Elsey, Enright and Hanson concerning the annual grant of stock options in September 2024. Nomination Process As of December 31, 2024, we did not affect any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. Insider Trading Policies We 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 on Form 10-K. 36 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The 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 Year Salary Bonus Stock Awards Option Awards All Other Compensation Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings Total Compensation Vininder Singh 2024 $ 400,000 $ - $ - $ 230,680 $ - $ - $ - $ 630,680 Chief Executive Officer and Director 2023 $ 707,666 (1) $ - $ - $ - $ - $ - $ - $ 707,666 Dane Saglio 2024 $ 252,581 $ - $ - $ 100,740 $ - $ - $ - $ 353,321 Chief Financial Officer 2023 $ 310,000 (2) $ 50,000 $ - $ 147,000 $ - $ - $ - $ 507,000 Josh Blacher 2024 $ 10,631 $ - $ - $ - $ - $ - $ - $ 10,631 Chief Financial Officer 2023 $ - $ - $ - $ - $ - $ - $ - $ - (1) Comprised of $380,000 related to Mr. Singh’s 2023 salary, and salary amounts of $240,000 and $87,666 deferred in 2022 and years prior to 2022, respectively, and paid in 2023. (2) Comprised of $220,000 related to Mr. Saglio’s 2023 consulting fees, and consulting fees of $90,000 deferred in 2022 and paid in 2023. Employment Agreements On May 16, 2022, we entered into an employment agreement with Vininder Singh, pursuant to which he received an annual base salary of $400,000, which is subject to bi-annual review by the Company. Mr. Singh is also eligible for an annual bonus based on the achievement of certain goals and performance criteria established by the Board. Mr. Singh’s target annual bonus for the fiscal years ended 2022 through 2025 will be a minimum of twenty (20%) percent of the current base salary, with a maximum payout of up to one-hundred (100%) percent based on target achievement. Mr. Singh will also be eligible to participate in the Company’s stock incentive plan, subject to Board approval. The agreement with Mr. Singh shall continue until either his resignation, termination for cause by the Company, or death or disability of Mr. Singh. Consulting Agreements On December 7, 2024, Dane Saglio, the Company’s former Chief Financial Officer, passed away. Mr. Saglio served as the Company’s Chief Financial Officer since September 2021. Mr. Saglio was a valued member of the Company’s executive management team and will be greatly missed. Prior to his passing, Mr. Saglio served as Chief Financial Officer pursuant to a consulting agreement with the Company that provided for annual compensation of $270,000. Under the agreement, Mr. Saglio was also entitled to a cash bonus and to participate in the Company’s stock incentive plan, each as determined by the Board. On December 12, 2024, the Board of Directors appointed Josh Blacher to serve as the Company’s Chief Financial Officer. In such capacity, Mr. Blacher will serve as the principal financial officer and principal accounting officer of the Company. Mr. Blacher provides services to the Company as an independent contractor pursuant to a master services agreement entered into on December 13, 2024 (the “Consulting Agreement”) by the Company and Danforth Advisors, LLC (“Danforth”). Pursuant to the Consulting Agreement, the Company will pay Danforth cash compensation at a rate of $525 per hour for Mr. Blacher’s services, which is subject to an optional increase by Danforth of up to 5% on January 1 of each year. Mr. Blacher will receive no compensation directly from the Company. 37 Director Compensation The following table summarizes the compensation paid to our executive and non-executive directors during the year ended December 31, 2024. Name Fees Earned or Paid in Cash (1) Stock Awards Option Awards (2) All Other Compensation Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings Total Compensation Vininder Singh (3) $ - $ - $ - $ - $ - $ - $ - R. Donald Elsey $ 45,000 $ - $ 34,050 $ - $ - $ - $ 79,050 William Enright $ 45,000 $ - $ 34,050 $ - $ - $ - $ 79,050 Jason D. Hanson $ 45,000 $ - $ 34,050 $ - $ - $ - $ 79,050 (1) Represents cash compensation for service as a director and as chair of a board committee during the fiscal year 2024. (2) Represents annual value of stock options issued during fiscal year 2024 under our 2022 Equity Incentive Plan. (3) Mr. Singh did not receive additional compensation for his service as a director of our Company during the fiscal year 2024. Pension, Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have 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. Indebtedness of Directors, Senior Officers, Executive Officers and Other Management None 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. Equity Compensation Plans On November 30, 2022, our Board of Directors and shareholders adopted the 2022 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants. The exercise 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 value 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, 2024, there are 150,682 shares available under the Plan. Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2024. This table includes unexercised and unvested options and equity awards. Outstanding Equity Awards as of December 31, 2024 Option Awards Name Date of Grant Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexerciseable (1) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Dane Saglio March 17, 2023 75,000 - - $ 2.80 December 7, 2025 Dane Saglio January 18, 2024 34,500 - - $ 3.89 December 7, 2025 Vininder Singh January 18, 2024 26,860 52,140 - $ 3.89 January 18, 2034 (1) The standard vesting schedule for all stock option grants is vesting over two years with one-third vesting on the date of grant, one-third vesting on the first anniversary of the date of grant, and one-third vesting on the second anniversary of the date of grant. 38 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 4, 2025 by: ● each of our named executive officers; ● each of our directors; ● all of our current directors and executive officers as a group; and ● each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial 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 4, 2025, 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 9,415,525 shares of common stock issued and outstanding as of March 4, 2025. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated, the address of each of the persons shown is c/o Bullfrog AI Holdings, Inc., 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878. Name of Beneficial Owner Common Stock Beneficially Owned Percentage of Common Stock Directors and Officers: Vininder Singh Chief Executive Officer and Director (1) 2,470,376 26.09 % Dane Saglio Chief Financial Officer (2) 156,642 1.64 % Josh Blacher Chief Financial Officer 0 - R. Donald Elsey (3) 36,664 * William Enright (3) 36,664 * Jason D. Hanson (3) 36,664 * All officers and directors as a group (6 persons) 2,737,010 28.20 % Beneficial owners of more than 5% Tivoli Trust (4) 904,391 8.81 % Empery Asset Management, LP (5) 929,857 9.88 % * Less than 1% 39 (1) Comprised of 2,392,446 shares of Common Stock, 77,930 Stock Options currently exercisable, and 0 Stock Options exercisable within 60 days. (2) Comprised of 47,142 shares of Common Stock, 109,500 Stock Options currently exercisable, and 0 Stock Options exercisable within 60 days. (3) Comprised of 34,442 Stock Options currently exercisable and 2,222 Stock Options exercisable within 60 days. (4) Comprised of 73,449 shares of non-voting Series A Preferred Stock, 115,185 warrants exercisable at $2.50 per share and 54,714 shares of Common Stock. Assumes the conversion of all Series A Preferred Stock into common stock in an amount equal to ten shares of common stock for each one share of Series A Preferred Stock. (5) Based on information provided in a Schedule 13G filed on January 14, 2025 by Empery Asset Management, LP (“Empery”), Ryan M. Lane, and Martin D. Hoe, Empery and Messrs. Lane and Hoe have shared voting and dispositive power over 929,857 shares of common stock of the Company. Messrs. Lane and Hoe each disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interests therein. Securities Authorized for Issuance under Equity Compensation Plans General . 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. Our 2022 Plan replaces our previous incentive plan. However, awards outstanding under our previous incentive plan will continue to be governed by their existing terms. Share Reserve . The number of shares of our common stock originally available for issuance under our 2022 Plan was 900,000 shares. Notwithstanding the number of shares available for issuance, on the first day of each year 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 to an amount equal to 15% of the total number of shares of common stock outstanding as of December 31 st of the preceding fiscal year. Accordingly, as of January 1, 2025, there were 603,456 shares available for issuance under the 2022 Plan. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) 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 763,514 $ 4.04 150,682 Equity compensation plans not approved by security holders 747,376 $ 1.69 0 Total 1,510,890 $ 2.88 150,682 40 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than with respect to compensation arrangements, including employment, and indemnification arrangements, discussed in this Annual Report on Form 10-K, there have been no transactions since January 1, 2023, in which the amount involved in the transaction exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets as at the year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. In July 2021, the Company entered into a Simple Agreement for Future Equity (SAFE) with a related party, Tivoli Trust (the “Investor”), for 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 terminate and automatically convert into shares of common stock. Upon the closing of the Company’s IPO in February 2023, the SAFE terminated and converted into 32,967 shares of common stock according to its terms. The conversion was considered a redemption for accounting purposes and consequently, the Company recognized a $63,626 loss on the conversion. In August 2021, the Company entered into a convertible loan agreement with a related party in the amount of $99,900 at 9% interest. In February 2023, the related party elected to convert the convertible loan into 21,747 shares of common stock according to its terms upon the closing of the Company’s IPO. The conversion was considered a redemption for accounting purposes and consequently, the Company recognized a $29,333 loss on the conversion. In October 2022, the Company entered into an exchange agreement with the Investor whereby all of his common stock, 734,493 shares of common stock, 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. Policies and Procedures for Related Party Transactions For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director, or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; 41 ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our Board of Directors, determines in the good faith exercise of its discretion. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following table summarizes the fees billed by M&K CPAs for the fiscal years ended December 31, 2024 and 2023, inclusive of out-of-pocket expenses. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). Year Ended December 31, Fee Category 2024 2023 Audit fees (1) $ 44,725 $ 35,200 Audit-related fees (2) 26,820 36,550 Tax fees (3) - - All other fees (4) - - Total fees $ 71,545 $ 71,750 (1) Audit fees consist of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements and consultations on accounting matters directly related to the audit. (2) Audit-related fees consist of fees for professional services rendered in connection with submissions of Registration Statements on Form S-1 or Form S-3 for our initial public offering and subsequent financings. (3) Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. (4) All other fees consist of fees related to engagement administration. 42 PART IV Item 15. Exhibits, Financial Statement Schedules a) Financial Statements 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. b) Exhibits Exhibit No. Description 1.1 Underwriting Agreement between the Company and WallachBeth Capital LLC dated January 31, 2024, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 3.1 Amended and Restated Articles of Incorporation of Bullfrog AI Holdings, Inc. incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 3.2 Bylaws of Bullfrog AI Holdings, Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.1 Form of Bullfrog AI Holdings, Inc. Common Stock certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 19, 2022. 4.2 Form of Common Stock Purchase Warrant to be issued to Holders of the Registrant’s Convertible Promissory Notes, incorporated by reference to Exhibit 4.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.3 Form of Warrant Agent Agreement for the Warrants to be issued as part of the Units to be sold in the Offering, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023. 4.4 Form of (Tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement, incorporated by reference to Exhibit 4.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.5 Form of (Non-tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement, incorporated by reference to Exhibit 4.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.6 Form of Pre-Funded Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.7 Form of Representative Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.8 Form of Warrant Agency Agreement, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.9 Form of Common Stock Purchase Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.10 Form of Pre-Funded Warrant issued to the investor party thereto on October 21, 2024 incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 4.11 Form of Common Warrant issued to the investor party thereto on October 21, 2024 incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 4.12 Form of Placement Agent Warrant issued to WallachBeth Capital, LLC on October 21, 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 4.13● Description of Securities. 10.1 Acquisition Agreement with Bullfrog AI, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.2 Advisor Agreement between the Company and Greentree Financial Group, Inc. incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.3 Consulting Agreement between the Company and Garrett Newman incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.4 Employment Agreement with Vininder Singh incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.5 Patent License Agreement between the Company and George Washington University, dated January 14, 2022 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 43 10.6 Exclusive License Agreement between the Company and Johns Hopkins University, dated February 22, 2022 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.7 License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated July 8, 2022 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.8 License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated February 7, 2018 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.9 License Agreement between the Company and Johns Hopkins University (JHU) and the Institute of Organic Chemistry and Biochemistry (IOCB) of the Czech Academy of Sciences, dated October 13, 2022 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.10 Amendment No. 1 to License Agreement between Bullfrog AI, Inc. and the John’s Hopkins University Applied Physics Laboratory LLC dated June 1, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2023. 10.11 Data Use and Technology Partnership Agreement dated September 7, 2023 by and between the Company and the Lieber Institute for Brain Development (LIBD), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2023. 10.12 Commercial Agreement by and between the Company and the Lieber Institute for Brain Development dated October 13, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023. 10.13 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. 10.14● Form of Indemnification Agreement between Bullfrog AI Holdings, Inc. and each of its directors and officers 10.15● Form of Stock Option Grant Agreement 10.16 Master Services Agreement, dated December 13, 2024, by and between the Company and Danforth Advisors, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2024. 10.17 Form of Securities Purchase Agreement, dated October 18, 2024, by and between the Company and the investor party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 10.18 Form of Placement Agency Agreement, dated October 18, 2024, by and between the Company and WallachBeth Capital, LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 14.1 Code of Ethics 19.1 Insider Trading Policy 21.1 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. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 23.1 Consent of M&K CPAS PLLC, an independent registered public accounting firm 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 97.1 Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ● Filed herewith. ITEM 16. FORM 10-K SUMMARY None. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 14, 2025 Bullfrog AI Holdings, Inc. By: /s/ Vininder Singh Vininder Singh Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Josh Blacher Josh Blacher Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Vininder Singh Chief Executive Officer and Chairman (Principal Executive Officer) March 14, 2025 Vininder Singh By: /s/ Josh Blacher Chief Financial Officer (Principal Financial and Accounting Officer) March 14, 2025 Josh Blacher By: /s/ R. Donald Elsey Director March 14, 2025 R. Donald Elsey By: /s/ William Enright Director March 14, 2025 William Enright By: /s/ Jason D. Hanson Director March 14, 2025 Jason D. Hanson 45 BULLFROG AI HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm PCAOB ID: 2738 F-2 Consolidated Balance Sheets as of December 31, 2024 and 202 3 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Bullfrog AI Holdings, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bullfrog AI Holdings, Inc. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2024 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Going Concern In prior years, the Company reported continued net losses from operations and negative cash flows from operations. As of December 31, 2024, management determined their cash and cash equivalents balance may not sufficiently cover operating expenditures for the next twelve-month period without raising additional funds. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future expenditures, which are difficult to substantiate. We evaluated the appropriateness of management’s evaluation of the company’s going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern consideration and management’s disclosure on going concern. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2021. The Woodlands, Texas March 14, 2025 F- 2 BULLFROG AI HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS 2024 2023 December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 5,435,983 $ 2,624,730 Prepaid expenses 111,597 145,882 Total current assets 5,547,580 2,770,612 Property and equipment, net 4,250 5,974 Total assets $ 5,551,830 $ 2,776,586 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 435,934 $ 103,656 Accrued expenses 152,156 80,694 Total current liabilities 588,090 184,350 Total liabilities 588,090 184,350 Stockholders’ equity: Series A Convertible Preferred stock, $ 0.00001 par value, 5,500,000 shares authorized; 73,449 shares issued and outstanding as of December 31, 2024 and 2023. 1 1 Common stock, $ 0.00001 par value, 100,000,000 shares authorized; 9,113,139 and 6,094,644 shares issued and outstanding as of December 31, 2024 and 2023, respectively. 91 61 Additional paid-in capital 21,757,204 12,347,098 Accumulated deficit ( 16,793,556 ) ( 9,754,924 ) Total stockholders’ equity 4,963,740 2,592,236 Total liabilities and stockholders’ equity $ 5,551,830 $ 2,776,586 The accompanying notes are an integral part of these consolidated financial statements. F- 3 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2024 2023 Year Ended December 31, 2024 2023 Revenue: Revenue $ - $ 65,000 Total revenue - 65,000 Cost of goods sold: Cost of goods sold - 5,200 Total cost of goods sold - 5,200 Gross profit - 59,800 Operating expenses: Research and development 2,223,265 1,432,614 General and administrative 5,013,118 3,994,710 Total operating expenses 7,236,383 5,427,324 Loss from operations ( 7,236,383 ) ( 5,367,524 ) Other income (expense), net Interest expense ( 18,158 ) ( 79,089 ) Loss on conversion of notes - ( 92,959 ) Interest income 260,894 183,703 Total other income (expense), net 242,736 11,655 Net loss ( 6,993,647 ) ( 5,355,869 ) Deemed dividend related to warrant exercise price adjustment ( 44,985 ) - Net loss attributable to common stockholders $ ( 7,038,632 ) $ ( 5,355,869 ) Net loss per common share attributable to common stockholders - basic and diluted $ ( 0.85 ) $ ( 0.89 ) Weighted average number of shares outstanding - basic and diluted 8,245,353 6,049,819 The accompanying notes are an integral part of these consolidated financial statements. F- 4 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) Shares Amount Shares Amount Capital Deficit Equity (Deficit) Series A Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity (Deficit) Balance at December 31, 2022 73,449 $ 1 4,021,935 $ 40 $ 1,341,662 $ ( 4,399,055 ) $ ( 3,057,352 ) Stock-based compensation - - - - 631,533 - 631,533 Issuance of common stock (initial public offering), 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 Issuance of common stock pursuant to warrant exercises - - 436,533 4 1,494,654 - 1,494,658 Net loss - - - - - ( 5,355,869 ) ( 5,355,869 ) Balance at December 31, 2023 73,449 1 6,094,644 61 12,347,098 ( 9,754,924 ) 2,592,236 Balance 73,449 1 6,094,644 61 12,347,098 ( 9,754,924 ) 2,592,236 Stock-based compensation - - - - 943,649 - 943,649 Issuance of common stock and warrants, net of issuance costs - - 2,109,694 21 8,315,665 - 8,315,686 Issuance of common stock pursuant to warrant exercises - - 908,801 9 105,807 - 105,816 Deemed dividend related to warrant price adjustment - - - - 44,985 ( 44,985 ) - Net loss - - - - - ( 6,993,647 ) ( 6,993,647 ) Balance at December 31, 2024 73,449 $ 1 9,113,139 $ 91 $ 21,757,204 $ ( 16,793,556 ) $ 4,963,740 Balance 73,449 $ 1 9,113,139 $ 91 $ 21,757,204 $ ( 16,793,556 ) $ 4,963,740 The accompanying notes are an integral part of these consolidated financial statements. F- 5 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2024 2023 Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 6,993,647 ) $ ( 5,355,869 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,724 1,725 Stock-based compensation 943,649 631,533 Shares issued for services - 50,000 Loss on conversion of notes - 92,959 Amortization of debt discount - 20,000 Changes in operating assets and liabilities: Prepaid expense 34,285 ( 130,882 ) Accounts payable 332,278 ( 440,337 ) Accrued expenses 71,462 ( 838,428 ) Deferred revenue - ( 32,000 ) Net cash used in operating activities ( 5,610,249 ) ( 6,001,299 ) Cash flows from investing activities: Purchases of property and equipment - - Net cash used in investing activities - - Cash flows from financing activities: Proceeds from issuance of common stock and warrants, net of issuance costs 8,315,686 7,293,651 Proceeds from exercise of warrants 105,816 1,494,658 Proceeds from notes payable - 100,000 Payments of notes payable - ( 319,950 ) Proceeds from short term insurance financing 561,885 697,534 Payments of short term insurance financing ( 561,885 ) ( 697,534 ) Net cash provided by financing activities 8,421,502 8,568,359 Net increase in cash and cash equivalents 2,811,253 2,567,060 Cash and cash equivalents, beginning of period 2,624,730 57,670 Cash and cash equivalents, end of period $ 5,435,983 $ 2,624,730 Supplemental cash flow information: Cash paid for interest $ 18,158 $ 93,916 Cash paid for taxes - - Supplemental non-cash activity Issuance of common stock upon conversion of notes payable $ - $ 1,535,615 The accompanying notes are an integral part of these consolidated financial statements. F- 6 BULLFROG AI HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 and 2023 1. Organization and Nature of Business Description of Business Bullfrog AI Holdings, Inc. (“we”, “our” or the “Company”) was incorporated in the State of Nevada on February 6, 2020. Bullfrog AI Holdings, Inc. 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 the Company’s operations are currently conducted through Bullfrog AI Holdings, Inc., which began operations on February 6, 2020. The Company is focused specifically on advanced AI/ML-driven analysis of complex data sets in medicine and healthcare. The Company’s objective is to utilize its AI/ML platform to provide a precision medicine approach to drug asset enablement through external partnerships and selective internal development. Most new therapeutics will fail at some point in preclinical or clinical development. These failures are the primary drivers for the high cost of developing new therapeutics. A major part of the difficulty in developing new therapeutics is efficient integration of complex and highly dimensional data generated at each stage of development to de-risk subsequent stages of the development process. Artificial intelligence and machine learning (“AI/ML”) has emerged as a digital solution to help address this problem. The Company uses artificial intelligence and machine learning to advance medicines for both internal and external projects. Most current AI/ML platforms still fall short in their ability to synthesize disparate, high-dimensional data for actionable insight. The Company’s analytical platform is composed of an ensemble of state-of-the-art machine learning and artificial intelligence models. The Company’s core platform technology, named bfLEAP™, is an analytical AI/ML platform developed at The Johns Hopkins University Applied Physics Laboratory (JHU-APL) which we believe is able to surmount the challenges of scalability and flexibility currently hindering researchers and clinicians by providing a more precise, multi-dimensional understanding of their data. The Company is deploying its analytical platform, including bfLEAP™, for use in several critical stages of development of internal programs and through strategic partnerships and collaborations with the intention of streamlining data analytics in therapeutics development, decreasing the overall development costs by decreasing failure rates for new therapeutics, and impacting the lives of countless patients that may otherwise not receive the therapies they need. The proprietary analytical platform utilizes both supervised and unsupervised machine learning. As such, it is able to reveal real and meaningful connections in the data without the need for a priori hypothesis. Algorithms used in the platform are designed to handle highly imbalanced data sets and successfully identify combinations of factors that are associated with outcomes of interest. The Company’s platform leverages models that use both correlative and causative machine learning and artificial intelligence approaches which provide a comprehensive approach to predictive analysis which is expected to lead to meaningful insights including the molecular drivers of disease. In this regard, with the Company’s access to proprietary data sets such as its strategic data and commercialization agreements with the Lieber Institute for Brain Development (“LIBD”), the Company has increased its internal efforts on target discovery. The Company’s goal is to improve the odds of success at all stages of pre-clinical and clinical therapeutics development for in-house programs and for its strategic partners and collaborators. The Company’s business model includes enabling the success of ongoing clinical trials and rescuing late stage failed drugs (i.e., Phase II or Phase III clinical trial failures) by bringing them in-house for development prior to eventual divestiture; although, the Company also considers entering collaborations for earlier stage drugs. The Company pursues its drug asset enhancement business by leveraging the powerful and proven bfLEAP™ AI/ML platform initially developed at JHU-APL. The Company believes the bfLEAP™ analytics platform is a potentially disruptive tool for analysis of pre-clinical and clinical data sets, such as the robust pre-clinical and clinical trial data sets being generated in translational R&D and clinical trial settings. Liquidity and Going Concern The Company has had negative cash flows from operations and operated at a net loss since inception. As of December 31, 2024, the Company has a cash balance of approximately $ 5.4 million. In February 2024 and October 2024, the Company received net proceeds of approximately $ 5.7 million and $ 2.7 million, respectively, from the sale of its common stock and warrants. As of December 31, 2024, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the filing date of the consolidated financial statements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing and/or revenues to meet its obligations arising from normal business operations when they become due. F- 7 Accordingly, the Company will require additional capital to continue to execute its strategy. The Company anticipates raising this additional capital through various avenues including sales of equity securities, debt transactions, licensing agreements and collaborative arrangements. Although management believes that such funding sources will be available, there can be no assurance that any such arrangements will be consummated to provide sufficient capital when needed to allow the Company to continue its operations, or if available, on terms acceptable to it. If the Company does not raise sufficient funds in a timely manner, among other things, it may be forced to delay, scale back or eliminate some or all of its research and product development programs and/or capital expenditures or to enter into arrangements on unfavorable terms. The Company currently does not have commitments for future funding from any source. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Bullfrog AI Holdings, Inc. and its 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. In February 2023, the Company completed a 1-for-7 reverse split of its 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. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company 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, stock-based compensation, allowances for doubtful accounts, recoverability of deferred tax assets and certain other accrued liabilities. Actual results could differ from these estimates. Segment Reporting The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM is assisted in his responsibilities of making decisions regarding resource allocation and performance assessment by the leadership team, consisting of executives and vice presidents. The Company views its operations and manages its business as one operating segment, focused on advancing drug development using AI/ML to analyze complex data sets in medicine and healthcare. Segment profit or loss is measured as the Company’s net loss as reported on the Company’s Statement of Operations. The Company monitors its cash and cash equivalents, as reported on the Company’s Balance Sheets, to determine funding for its research and development. As the Company did not generate revenues in 2024, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company’s Statement of Operations, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation. Revenue Recognition The Company recognizes revenue based on the following five step model: ● Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services. ● Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled. F- 8 ● Determination of the transaction price This 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. ● Allocation of the transaction price to the performance obligations in the contract This 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 Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen. Contract Services The Company anticipates that the majority of its revenues to be recognized in the near future will result from discovery and monetization of new drug targets and intellectual property from data use partnerships focused on analysis of rich proprietary data sets. The target market for monetization will primarily be mid-size to large biopharmaceutical organizations seeking to build their new drug target pipeline. A secondary revenue channel is fee for service partnerships with biopharmaceutical companies and other organizations of all sizes that have challenges analyzing data throughout the drug development process. The Company provides the customer with an analysis of large complex data sets using the Company’s proprietary AI/ML platform. This platform is aimed at predicting targets of interest, patterns, relationships, anomalies, and molecular drivers of disease. The Company believes that there will be additional on-going work requested from partners; therefore, the service model utilizes a master services agreement with work or task orders issued for discrete analysis performed at the discovery, preclinical, or clinical stages of drug development. The Company will receive fees in cash, equity or other consideration and, in some instances, the potential for rights to new intellectual property generated from the analysis. 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. Financial Instruments The 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. Fair 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. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 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 liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Cash and Cash Equivalents and Concentration of Credit Risk The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. Cost of Sales Cost of sales is comprised of royalties and the cost of outsourced services provided to the Company related to customer service contracts. F- 9 Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards, and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by taxing authorities. Interest and penalties associated with such uncertain tax positions are classified as a component of income tax expense. Stock-Based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Forfeitures are recognized as they occur. Net Loss per Share The Company calculates basic net loss per common share by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive common stock equivalents in the period, including unvested stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share as their effect would be antidilutive. Recent Accounting Pronouncements In January 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The new standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. See the Segment Reporting section within Note 2 . In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for the Company’s fiscal year ending December 31, 2025. The guidance does not affect recognition or measurement in the Company’s consolidated financial statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. 3. Property and Equipment Property and equipment consisted of $ 8,744 of equipment at both December 31, 2024 and 2023 and accumulated depreciation of $ 4,494 and $ 2,770 , as of December 31, 2024 and 2023, respectively. Depreciation expense totaled $ 1,724 and $ 1,725 in the years ended December 31, 2024 and 2023, respectively. F- 10 4. Accrued Expenses Accrued expenses consist of the following at December 31: Schedule of Acrrued Expenses 2024 2023 Accured payroll and related $ 80,705 $ 32,000 Accrued legal fees 27,601 - Accrued licensing and royalty fees 20,000 - Accrued Board fees 16,875 16,875 Accrued research and development project costs - 28,937 Accrued other expenses 6,975 2,882 Total Accrued expenses $ 152,156 $ 80,694 5. Convertible Notes August 2021 Note In August 2021, the Company entered into a convertible loan agreement with an unrelated party for a commitment of up to $ 195,000 with a 5 % original issue discount and a 9 % interest rate. The loan was repaid in its entirety in February 2023. December 2021 Note In December 2021, the Company entered into a loan agreement with an unrelated party with a principal amount of $ 25,000 , a 10 % original issue discount and a 6 % interest rate. Concurrent with the closing of the Company’s initial public offering (“IPO”) in February 2023, the note converted according to its terms into 6,939 shares of common stock. No gain or loss was recognized on the conversion. Convertible Bridge Notes In 2022, the Company received approximately $ 991,000 of gross proceeds from the issuance of Convertible Bridge Notes from several offerings. Concurrent with the closing of the Company’s IPO in February 2023, all of the Convertible Bridge Notes converted according to their terms into 269,513 shares of common stock. No gain or loss was recognized on the conversions. 6. Convertible Notes – Related Party SAFE Agreement In July 2021, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a related party at a purchase price of $ 150,000 . In February 2023, the SAFE terminated and converted into 32,967 shares of common stock according to its terms upon the closing of the Company’s IPO. The conversion was considered a redemption for accounting purposes and consequently, the Company recognized a $ 63,626 loss on the conversion. August 2021 Note In August 2021, the Company entered into a convertible loan agreement with a related party in the amount of $ 99,900 . In February 2023, the related party elected to convert the convertible loan into 21,747 shares of common stock according to its terms upon the closing of the Company’s IPO. The conversion was considered a redemption for accounting purposes and consequently, the Company recognized a $ 29,333 loss on the conversion. 7. Notes Payable In January 2023, the Company entered into a short-term note payable with a principal balance of $ 100,000 , an original issue discount of 20 % and a 9 % interest rate. The note was repaid in its entirety in February 2023. In February 2023, the Company entered into an agreement to finance a portion of the premium for its Directors and Officers Insurance. The agreement provided for financing of $ 697,534 of the premium, repayments in 10 equal monthly installments of $ 71,485 each through December 2023 and accrued interest at 6.5 % . The note was repaid in its entirety in 2023. In February 2024, the Company again entered into an agreement to finance a portion of the premium for its Directors and Officers Insurance. The agreement provided for financing of $ 561,885 of the premium, repayments in 10 equal monthly installments of $ 58,005 each through December 2024 and accrued interest at 6.99 % . The note was repaid in its entirety in 2024. F- 11 8. Stockholders’ Equity Preferred Stock The Company has 10,000,000 shares of preferred stock authorized at a par value of $ 0.00001 with 5,500,000 being designated as Series A Convertible Preferred Stock. Of the 5,500,000 authorized shares of Series A Convertible Preferred Stock, 73,449 were issued and outstanding as of December 31, 2024. Each share of Series A Convertible Preferred Stock is convertible at any time into 10 shares of the Company’s common stock. 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. Common Stock The Company has 100,000,000 shares of common stock authorized at a par value of $ 0.00001 . In February 2023, the Company completed its IPO for the sale of 1,297,318 units (each, a “Unit,” collectively, the “Units”) at a price of $ 6.50 per Unit generating approximately $ 8.4 million of gross proceeds. Each Unit consisted of one share of the Company’s common stock, one tradeable warrant (each, a “Tradeable Warrant,” collectively, the “Tradeable Warrants”) to purchase one share of common stock at an exercise price of $ 7.80 per share , and one non-tradeable warrant (each, a “Non-tradeable Warrant,” collectively, the “Non-tradeable Warrants”; together with the Tradeable Warrants, each, a “Warrant,” collectively, the “Warrants”) to purchase one share of the Company’s common stock at an exercise price of $ 8.125 . In connection with the completion of its IPO, the Company issued an aggregate of 331,166 shares of common stock upon the conversion of certain outstanding convertible debt (see Notes 5 and 6). In connection with the IPO, in February 2023, the Company completed a 1-for-7 reverse split of its common stock . Stockholders’ equity and all references to shares and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. In February 2023, the Company issued 7,692 shares of common stock for consulting services and recognized $ 50,000 of compensation expense related to these shares. In April 2023, the Company issued 436,533 shares of common stock following the exercise of 436,533 warrants for proceeds of $ 1,494,658 . In February 2024, the Company received approximately $ 6.5 million of gross proceeds from the sale of 1,247,092 shares of common stock, 478,429 pre-funded warrants and 1,725,521 warrants (collectively the “Units”). The Units were sold at a price of $ 3.782 and the sale was completed via an underwritten secondary public offering and includes the underwriter’s exercise of their overallotment option. The warrants have an exercise price of $ 4.16 and expire five years from issuance. The pre-funded warrants had an exercise price of $ 0.001 and were exercised in their entirety in the first quarter of 2024. In October 2024, the Company received approximately $ 3.13 million of gross proceeds from the sale of (i) 862,602 shares of the Company’s common stock and pre-funded warrants to purchase up to 702,398 shares of Common Stock with an exercise price of $ 0.0001 per share, at a purchase price of $2.00 per share of common stock and a purchase price of $ 1.9999 per pre-funded warrant in a registered direct offering and (ii) warrants to purchase an aggregate of 1,565,000 shares of common stock with an exercise price of $ 2.00 per share exercisable after six (6) months from the date of issuance for a five-year period from the initial exercise date in a concurrent private placement. In conjunction with the transactions, the Company paid the placement agent an aggregate cash fee of 8.0% of the gross proceeds from the sale of securities in the transaction, reimbursed the placement agent for certain out-of-pocket expenses and issued to the placement agent warrants to purchase an aggregate of 62,600 shares of Common Stock, equal to 4% of the aggregate number of shares of common stock and pre-funded warrants sold in the registered direct offering. The warrants have an exercise price of $2.00 per share and are exercisable six (6) months from the date of issuance for a five-year period from the initial exercise date. F- 12 Dilutive securities are excluded from the diluted earnings per share calculation when their effect is anti-dilutive. As of December 31, 2024, 73,449 shares of preferred stock, 6,935,042 warrants and 832,731 options for common shares were excluded from the calculation of net loss per common share. As of December 31, 2023, 73,449 shares of preferred stock, 3,521,880 warrants and 527,717 options for common shares were excluded from the calculation of net loss per common share. For the year ended December 31, 2024, 430,108 pre-funded warrants are included in the calculation of net loss per common share. 2022 Equity Incentive Plan In November 2022, the Company’s Board of Directors adopted, and its shareholders approved the 2022 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of equity-based awards to employees, directors, and consultants. The Plan provides for equity-based awards including incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, cash awards and other equity-based awards. Awards are limited to a maximum term of 10 years and any exercise prices shall not be less than 100% of the fair market value of one share of common stock on the grant date. The Plan authorized an initial maximum number of shares underlying awards of 900,000 with an automatic annual increase to an amount equal to 15 % of the total number of shares outstanding as of the end of the preceding fiscal year. As of December 31, 2024, there are 150,682 awards authorized but unissued available under the Plan. Stock Options The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023: Schedule of Stock Options Activity Number of Shares Weighted-Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 69,217 $ 3.06 7.1 $ - Granted 458,500 $ 4.34 Exercised - $ - Forfeited / canceled - $ - Outstanding at December 31, 2023 527,717 $ 4.17 9.0 $ 112,141 Granted 392,000 $ 3.64 Exercised - $ - Forfeited / canceled ( 86,986 ) $ 3.83 Outstanding at December 31, 2024 832,731 $ 3.96 8.5 $ - Vested at December 31, 2024 522,191 $ 4.04 8.1 $ - The fair value of options granted and modified in the year ended December 31, 2024 was estimated using the Black-Scholes option pricing model based on the assumptions in the table below: Schedule of Black Scholes Option Pricing Model 2024 2023 Expected dividend yield 0 % 0 % Expected volatility 85 % - 107 % 87 % - 92 % Risk-free interest rate 3.5 % - 5.3 % 3.4 % - 4.4 % Expected life (in years) 0.5 - 6.0 5.0 - 6.0 ● Volatility - The trading volatility was determined by calculating the volatility of the Company’s peer group. ● Expected life of options – The expected life of options granted to employees was determined using the simplified method. ● Risk-free interest rate – This is the U.S. Treasury rate, having a term comparable to the expected life of the stock option. ● Dividend yield – The Company does not expect to pay a dividend in the foreseeable future. The weighted-average grant-date fair value of options granted during the years ended December 31, 2024 and 2023 was $ 2.78 and $ 3.15 , respectively. The total grant-date fair value of options vested during the years ended December 31, 2024 and 2023 was approximately $ 819,077 and $ 585,500 , respectively. F- 13 During the year ended December 31, 2024, certain stock option awards granted to related parties were modified as follows: ● In July 2024, the Company modified 131,927 vested stock option awards granted to the former Chief Marketing Officer by extending his period to exercise these awards from 6 months to 12 months following termination. This modification resulted in additional stock-based compensation expense of $ 28,666 . ● In December 2024, the Company modified stock option awards granted the former Chief Financial Officer by (i) accelerating the vesting of 31,103 unvested options, and (ii) extending the period to exercise all now-vested 109,500 awards from 6 months to 12 months following his passing. These modifications resulted in additional stock-based compensation expense of $ 51,696 . No options were exercised in any of the periods presented. During the years ended December 31, 2024 and 2023, the Company recognized approximately $ 940,642 and $ 592,268 , respectively of compensation expense related to stock options. As of December 31, 2024, the total unrecognized compensation expense related to unvested stock options was approximately $ 770,862 which the Company expects to recognize over a weighted-average period of approximately 1.4 years. Warrants The following table provides details over the Company’s outstanding warrants including those issued as consideration for services and those issued in conjunction with transactions as of December 31, 2024: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0001 N/A 302,398 $ 0.0007 2030 274,286 $ 2.00 - $ 2.66 2026 - 2032 2,164,179 $ 3.36 - $ 4.16 2028 - 2029 1,842,807 $ 6.51 - $ 7.80 2026 - 2032 1,484,829 $ 8.125 2028 1,443,227 7,511,726 Warrants Issued in Conjunction with Transactions During the year ended December 31, 2023, the Company issued the following warrants as part of the Company’s February 2023 IPO: ● 276,452 contingent warrants to certain debt holders with an exercise price of $ 4.27 and an expiration date 5 years from issuance. As of December 31, 2024, 204,033 warrants have been exercised and 72,419 remain outstanding. As a result of the February 2024 and October 2024 secondary offerings, the exercise price of the remaining outstanding warrants was initially reduced to $ 3.782 and subsequently to $ 2.00 pursuant to the anti-dilution provision contained in the warrants. The effect of the changes in price was recognized as deemed dividends of $ 28,245 which increases net loss available to common stockholders for the year ended December 31, 2024. ● 18,000 contingent warrants as fees to the Company’s underwriters with an exercise price of $ 8.125 and an expiration date 4 years from issuance. As of December 31, 2024, none of these warrants have been exercised. As a result of the February 2024 and October 2024 secondary offerings, the exercise price of the remaining outstanding warrants was initially reduced to $ 3.782 and subsequently to $ 2.00 pursuant to the anti-dilution provision contained in the warrants. The effect of the changes in price was recognized as deemed dividends of $ 16,740 which increases net loss available to common stockholders for the year ended December 31, 2024. ● 1,297,318 tradable warrants with an exercise price of $ 7.80 and an expiration date 5 years from issuance. As of December 31, 2024, 100 warrants have been exercised and 1,297,218 remain outstanding. ● 1,297,318 non-tradable warrants with an exercise price of $ 8.125 and an expiration date 5 years from issuance. As of December 31, 2024, 7,500 warrants have been exercised and 1,289,818 remain outstanding. F- 14 ● 153,409 tradeable warrants to our underwriters pursuant to the overallotment options with an exercise price of $ 7.80 and an expiration date 5 years from issuance. As of December 31, 2024, none of these warrants have been exercised. ● 153,409 non-tradeable warrants to our underwriters pursuant to the overallotment options with an exercise price of $ 8.125 and an expiration date 5 years from issuance. As of December 31, 2024, none of these warrants have been exercised. During the year ended December 31, 2024, the Company issued the following warrants as part of two secondary offerings: ● In February 2024, 1,507,139 warrants with an exercise price of $ 4.16 per share and an expiration date 5 years from issuance. In addition, the Company issued an additional 218,382 warrants with an exercise price of $ 4.16 and an expiration date 5 years from issuance pursuant to the underwriters’ overallotment option. As of December 31, 2024, 16,000 of these warrants have been exercised and 1,709,521 remain outstanding. ● In February 2024, 478,429 pre-funded warrants with an exercise price of $ 0.0001 . As of December 31, 2024, all of these pre-funded warrants have been exercised. ● In February 2024, 90,428 warrants with an exercise price of $ 4.16 per share and an expiration date 5 years from issuance to the underwriters. The warrants were valued at approximately $ 263,145 , and as of December 31, 2024, none of these warrants have been exercised. ● In October 2024, 1,565,000 warrants to purchase shares of the Company’s common stock at an exercise price of $ 2.00 per share and expiration date of 5.5 years from issuance. As of December 31, 2024, none of these warrants have been exercised. ● In October 2024, 702,398 pre-funded warrants with an exercise price of $ 0.0001 . As of December 31, 2024, 400,000 shares have been exercised in a cashless transaction and 399,987 shares of common stock were issued. ● In October 2024, 62,600 warrants with an exercise price of $ 2.00 and an expiration date 5.5 years from issuance to the underwriters. The warrants were valued at approximately $ 116,436 and as of December 31, 2024, none of these warrants have been exercised. Warrants Issued as Consideration for Services The following table summarizes the activity for warrants issued as consideration for services for the years ended December 31, 2024 and 2023: Schedule of Warrant Activity Number of Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 678,176 $ 1.57 7.6 $ 2,131,123 Granted - $ - Exercised - $ - Forfeited / canceled - $ - Outstanding at December 31, 2023 678,176 $ 1.57 6.6 $ 1,209,136 Granted - $ - Exercised ( 14,285 ) $ 2.66 Forfeited / canceled - $ - Outstanding at December 31, 2024 663,891 $ 1.55 5.6 $ 548,380 Vested at December 31, 2024 663,891 $ 1.55 5.6 $ 548,380 During the years ended December 31, 2024 and 2023, the Company recognized $ 3,007 and $ 39,265 , respectively of compensation expense related to certain warrants. As of December 31, 2024, there was no unrecognized compensation expense as no unvested warrants remain. The total grant-date fair value of warrants vested during the year ended December 31, 2024 was approximately $ 3,007 . F- 15 9. Income Taxes Deferred income taxes reflect the net tax effects of net operating loss, credit carryforwards, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows: Schedule of Deferred Tax Assets And Liabilities 2024 2023 December 31, 2024 2023 Deferred tax assets: Net operating losses $ 2,650,540 $ 1,432,634 Capitalized research and development 647,602 283,353 Stock-based compensation 183,856 175,213 Intangibles 162,701 173,273 Other 12,374 9,438 Total deferred tax assets 3,657,073 2,073,911 Valuation allowance ( 3,656,627 ) ( 2,073,459 ) Net deferred tax asset 446 452 Deferred tax liabilities: Property and equipment ( 446 ) ( 452 ) Total deferred tax liabilities ( 446 ) ( 452 ) Net deferred tax asset / (liability) $ - $ - Realization of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain. Because of the Company’s lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 1,583,168 and $ 1,151,827 during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company has available for federal income tax purposes a gross net operating loss carryforward of approximately $ 10.8 million and a gross state net operating loss carryforward of approximately $ 4.7 million. The federal net operating loss carryforward does not expire and may be used to offset future taxable income. The state gross net operating loss begins to expire in 2043. Utilization of some of the federal and state net operating loss carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has provided a valuation allowance against the full amount of the net operating loss benefit and its other net deferred tax assets since, in the opinion of management, based upon the earnings history of the Company, it is more likely than not that the future tax benefits of the Company’s net deferred tax assets will not be realized. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. The Company has incurred net operating losses since inception and it did not have unrecognized tax benefits as of December 31, 2024 and 2023, and does not anticipate this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company files income tax returns in the U.S. and certain state jurisdictions. The Company is not currently under examination in these jurisdictions for any tax year. The Company’s tax years beginning with 2021 are open tax years. Because of net operating losses and research credit carryovers, substantially all the Company’s tax years remain open to examination. F- 16 Reconciliations between the statutory federal income tax rate and the effective income tax rate of income tax expense for the years ended December 31, 2024 and 2023 are as follows: Effective Income Tax Rate of Income Tax Expense December 31, December 31, 2024 2023 U.S. Federal statutory tax rate 21.0 % 21.0 % Stock-based compensation ( 1.6 ) ( 1.1 ) Other ( 1.1 ) ( 3.3 ) Change in valuation allowance ( 18.3 ) ( 16.6 ) - % - % 10. Material Agreements JHU-APL Technology License In February 2018, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL. The license covers three (3) issued patents, one (1) new provisional patent application, non-patent rights to proprietary libraries of algorithms and other trade secrets, as well as modifications and improvements. In October 2021, the Company executed an amendment to the original license for improvements and new advanced analytics capabilities. In consideration of the rights granted to the Company under the license agreement, JHU-APL received a warrant equal to five percent ( 5 %) of the then fully diluted equity base of the Company, which was diluted following the closing of the Company’s initial public offering. Under the terms of the license agreement, JHU-APL will be entitled to an eight percent ( 8 %) royalty on net sales for the services provided by the Company as well as fifty percent ( 50 %) of all sublicense revenues received by the Company on services and sublicenses in which the JHU-APL licensed technology was utilized. In addition, the Company is required to pay JHU-APL an annual maintenance fee of $ 1,500 . Minimum annual royalty payments are $ 20,000 for 2022, $ 80,000 for 2023, and $ 300,000 per year for 2024 and beyond. If cumulative annual royalty payments do not reach these levels, the amount due to JHU-APL to reach the annual minimum is due by January 1 st of the following year. Failure to make annual royalty payments is considered a material breach under the agreement and, upon notice from JHU-APL of a material breach, the Company will have 60 days to cure the material breach. In July 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL for the additional technology developed to enhance the bfLEAP™ platform. The new license provides additional intellectual property rights including patents, copyrights, and knowhow to be utilized under the Company’s bfLEAP™ analytical AI/ML platform. This license supersedes the previous 2018 license. In consideration of the new license, the Company issued 39,879 shares of common stock to JHU-APL. Under the terms of the new license agreement, JHU-APL will be entitled to eight percent ( 8 %) of net sales for the services provided by the Company to other parties and three percent ( 3 %) for internally developed drug projects in which the JHU-APL license is utilized. The new license also contains tiered sub licensing fees that start at 50 % and reduce to 25 % based on revenues. In addition, under the new license agreement, the minimum annual royalty payments are $ 30,000 for 2022, $ 80,000 for 2023, and $ 300,000 per year for 2024 and beyond. In May 2023, the Company and JHU-APL entered into Amendment Number 1 of the July 2022 License Agreement whereby the Company gained access to certain improvements including additional patents and knowhow in exchange for a series of payments totaling $ 275,000 . The first of these payments of $ 75,000 was paid in July 2023 and the remaining payments of $ 75,000 , $ 75,000 , and $ 50,000 are due in years 2025, 2026 and 2027, respectively. The amendment also reduced the 2023 minimum annual royalty payment to $ 60,000 , all other financial terms remain the same. As of December 31, 2024, we have accrued $ 300,000 of the 2024 minimum annual royalty payments, and the entire accrued balance was paid in January 2025. George Washington University - Beta2-spectrin siRNA License In January 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from George Washington University (“GWU”) for rights to use siRNA targeting Beta2-spectrin in the treatment of human diseases, including hepatocellular carcinoma (“HCC”). The license covers methods claimed in three U.S. and worldwide patent applications, and also includes use of this approach for treatment of obesity, non-alcoholic fatty liver disease, and non-alcoholic steatohepatitis. In consideration of the rights granted to the Company under the license agreement, the Company paid GWU a $ 20,000 license initiation fee. Under the terms of the license agreement, GWU will be entitled to a three percent ( 3 %) royalty on net sales subject to quarterly minimums once the first sale has occurred subsequent to regulatory approval, as well sublicense or assignment fees in the event the Company sublicenses or assigns their rights to use the technology. The Company will also reimburse GWU for previously incurred and ongoing patent costs. The sublicense and assignment fee amounts decline as the Company advances the clinical development of the licensed technology. The license agreement also contains milestone payments for clinical development through the approval of an NDA and commercialization. As of December 31, 2024, there has been no accrual for royalties since the Company has not begun to generate applicable revenue. The Company assessed whether the license should be capitalized and determined that the licensed program is in the early stage and therefore may not be recoverable; the Company expensed the license fee and will expense development costs until commercial viability is likely. F- 17 Johns Hopkins University – Mebendazole License In February 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (“JHU”) for the use of an improved formulation of Mebendazole for the treatment of any human cancer or neoplastic disease. This formulation shows potent activity in animal models with different types of cancer and has been evaluated in a Phase I clinical trial in patients with high-grade glioma (NCT01729260). The trial, an open-label dose-escalation study, assessed the safety and efficacy of the improved formulation with adjuvant temozolomide in 24 patients with newly diagnosed gliomas. Investigators observed no dose-limiting toxicity in patients receiving all but the highest tested dose (200mg/kg/day). Four of the 15 patients receiving the maximum tested dose of 200mg/kg/day experienced dose-limiting toxicity, all of which were reversed by decreasing or eliminating the dose given. There were no serious adverse events attributed to Mebendazole at any dose during the trial. 41.7% of patients who received Mebendazole were alive at two years after enrollment, and 25% were alive at four years (Gallia et al., 2021). The license covers six (6) issued patents and one (1) pending application. In consideration of the rights granted to the Company under the license agreement, JHU will receive a staggered upfront license fee of $ 250,000 . The Company initially paid $ 50,000 and the remaining balance of $ 200,000 was paid in 2023. The Company will also reimburse JHU for previously incurred and ongoing patent costs. Under the terms of the license agreement, JHU will be entitled to three and one-half percent ( 3.5 %) royalty on net sales by the Company in which the JHU license was utilized. In addition, the Company is required to pay JHU minimum annual royalty payments of $ 5,000 for 2022, $ 10,000 for 2023, $ 20,000 for 2024, $ 30,000 for 2025 and $ 50,000 for 2026 and each year after until the first commercial sale after which the annual minimum royalty shall be $ 250,000 . The license agreement also contains milestone payments for clinical development steps through the approval of an NDA and commercialization. As of December 31, 2024 and 2023, the balance of accrued expense related to this license agreement was $ 20,000 and $ 10,000 , respectively. The Company assessed whether the license should be capitalized and determined that the licensed program is in the early stage and therefore may not be recoverable; the Company expensed the license fee and will expense development costs until commercial viability is likely. Johns Hopkins University – Mebendazole Prodrug License In October 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU and the Institute of Organic Chemistry and Biochemistry (“IOCB”) of the Czech Academy of Sciences for rights to commercialize N-substituted prodrugs of Mebendazole that demonstrate improved solubility and bioavailability. The license covers prodrug compositions and use for treating disease as claimed in multiple U.S. and worldwide patent applications. In consideration for the rights granted to the Company under the license agreement, JHU and IOCB will receive a staggered upfront license fee of $ 100,000 . The Company will also reimburse JHU and IOCB for previously incurred patent costs. Under the terms of the license agreement, JHU and IOCB will be entitled to four percent ( 4.0 %) royalty on net sales by the Company in which the JHU and IOCB license was utilized. In addition, the Company is required to pay JHU and IOCB minimum annual royalty payments of $ 5,000 for 2026, $ 10,000 for 2027, $ 20,000 for 2028, $ 30,000 for 2029 and $ 50,000 for 2030 and each year after until the first commercial sale, after which, the annual minimum royalty shall be $ 150,000 . The license agreement also contains milestone payments for patent grants, clinical development steps through the approval of an NDA and commercialization. As of December 31, 2024 and 2023, the balance of accrued expense related to this license agreement was $ 0 . The Company assessed whether the license should be capitalized and determined that the licensed program is in the early stage and therefore may not be recoverable; the Company expensed the license fee and will expense development costs until commercial viability is likely. 11. Commitments and Contingencies While not assured, management does not believe, based upon information available at this time, that a loss contingency will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Additionally, the Company does not have any material commitments. 12. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are issued. Other than as disclosed in this Note 12 and as may be disclosed elsewhere in the notes to the accompanying consolidated financial statements, there have been no subsequent events that require adjustment or disclosure in the accompanying consolidated financial statements. In February 2025, the Company announced its entry into a collaboration agreement with Eleison Pharmaceuticals Inc. (“Eleison”), a Phase III oncology company focused on novel chemotherapeutic treatments for rare cancers. Through this collaboration, the Company will apply its proprietary Bullfrog Data Networks™ solution, powered by the bfLEAP® platform, to analyze clinical data from Eleison’s ongoing Phase III trial and previous clinical studies of glufosfamide, an investigational treatment for pancreatic cancer. The platform will evaluate the current trajectory of the trial with respect to safety signals, extract predictive biomarkers for efficacy and safety performance from prior studies to support future trial design, and provide data-driven insights to optimize Eleison’s planned clinical trials for inhaled lipid-complexed cisplatin (ILC) and dibromodulcitol (DBD). These insights are expected to streamline trial efficiency and improve decision-making for Eleison’s broader oncology pipeline. In March 2025, the Company anticipates making a severance payment to a former employee for approximately $ 45,000 . F- 18