What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-19 compared with 2025-03-14 · 260 added, 195 removed, 88 unchanged (84% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

following discussion and analysis of the results of operations and financial condition of BullFrog AI Holdings, Inc.

1 unchanged sentence

financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual Report on Form

References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”,

References in this Management’s Discussion and Analysis of Financial Condition and Plan of Operation to “us”,

“we”, “our” and similar terms refer to the Company.

This Management’s Discussion and Analysis of Financial

Condition and Results of Operations contains statements that are forward-looking.

These statements are based on current expectations

and assumptions that are subject to risk, uncertainties, and other factors.

These statements are often identified by the use of words

such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”

Condition and Plan of Operation contains statements that are forward-looking.

These statements are based on current expectations and

assumptions that are subject to risk, uncertainties, and other factors.

These statements are often identified by the use of words such

as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”

“could,” “estimate,” or “continue,” and similar expressions or variations.

3 unchanged sentences

AI Holdings, Inc.

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

was incorporated in the State of Nevada in February 2020.

BullFrog AI Holdings, Inc.

1 unchanged sentence

and BullFrog AI Management, LLC, which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively.

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

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

We are a company focused specifically

5 unchanged sentences

learning and artificial intelligence models.

February 2018, the Company secured an original exclusive, worldwide, royalty-bearing license from JHU-APL for the technology underlying

our bfLEAP™ platform.

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 including modifications and improvements.

We entered into a license agreement

in July 2022 that provides the Company with new intellectual property and also encompasses most of the intellectual property from the

February 2018 license.

Our objective is to utilize bfLEAP™, our AI/ML platform, with a precision medicine approach toward drug

development with biopharmaceutical collaborators, as well as our own internal clinical development programs.

We believe the bfLEAP™

platform is ideally suited for evaluating pre-clinical and clinical trial data generated in translational research and clinical trial

settings in order to lead to faster, less expensive drug approvals.

February 2018, we secured an original exclusive, worldwide, royalty-bearing license from JHU-APL for the technology underlying our bfLEAP™

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 including modifications and improvements.

We entered into a license agreement in July 2022 that

provides the Company with new intellectual property and also encompasses most of the intellectual property from the February 2018 license.

Our objective is to utilize bfLEAP™, our AI/ML platform, with a precision medicine approach toward drug development with biopharmaceutical

collaborators, as well as with our own internal clinical development programs.

We believe the bfLEAP™ platform is ideally suited

for evaluating pre-clinical and clinical trial data generated in translational research and clinical trial settings in order to lead

to faster, less expensive drug approvals.

aim is to improve the odds of success in each stage of developing medicine, ranging from early pre-clinical through late-stage clinical

2 unchanged sentences

consider collaborations for earlier stage drugs.

July 2022, the Company entered into an exclusive, worldwide, royalty-bearing license from JHU-APL that provides additional intellectual

property rights including patents, copyrights, and knowhow for the technology underlying the Company’s bfLEAP™ analytical

AI/ML platform.

In consideration for the new license entered into in July 2022 with JHU-APL, the Company issued to JHU-APL 39,879 shares

of common stock.

Under the terms of the new license agreement, JHU-APL will be entitled to eight (8%) percent of net sales for the services

provided by the Company to other parties and three (3%) percent for internally developed drug projects in which the JHU-APL license was

The new license also contains tiered sub licensing fees that start at fifty (50%) percent and reduce to twenty-five (25%) percent

based on revenues.

The Company and JHU-APL entered into Amendment Number 1 of the July 2022 license agreement pursuant to which 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 a result of this amendment, the minimum annual payments were $30,000 for 2022 and $60,000 for 2023, and the

minimum annual payments will be $300,000 for 2024 and beyond, all of which are creditable against royalties paid by us.

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.

July 2022, we entered into an exclusive, worldwide, royalty-bearing license from JHU-APL that provides additional intellectual property

rights including patents, copyrights, and knowhow for the technology underlying our bfLEAP™ analytical AI/ML platform.

In consideration

for the new license entered into in July 2022 with JHU-APL, we issued to JHU-APL 39,879 shares of common stock.

Under the terms of the

new license agreement, JHU-APL will be entitled to eight (8%) percent of net sales for the services provided by the Company to other

parties and three (3%) percent for internally developed drug projects in which the JHU-APL license was utilized.

The new license also

contains tiered sub licensing fees that start at fifty (50%) percent and reduce to twenty-five (25%) percent based on revenues.

2023, we entered into Amendment Number 1 of the July 2022 license agreement with JHU-APL pursuant to which we 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, the second of these payments was paid in June 2025, and the remaining payments of $75,000 and $50,000

are due in years 2026 and 2027, respectively.

The amendment also reduced the 2023 minimum annual royalty payment from $80,000 to $60,000.

All other financial terms remain the same.

As a result of this amendment, the minimum annual payments were $30,000 for 2022 and $60,000

for 2023, and the minimum annual payments will be $300,000 for 2024 and beyond, all of which are creditable against royalties paid by

As of December 31, 2025, we have accrued $300,000 for the 2025 minimum annual royalty payments and the entire accrued balance remains

uninvoiced and unpaid as of the date of this filing.

intend to continue to evolve and improve bfLEAP™, either in-house or with development partners like JHU-APL.

2 unchanged sentences

been successfully applied in multiple sectors.

have staffed our business using funds from our initial public offering and subsequent financings and have entered into partnerships and

relationships and recently completed our first commercial service contract with a leading rare disease non-profit organization for AI/ML

analysis of late-stage clinical data.

We have also acquired the rights to a series of preclinical and early clinical drug assets from

universities, as well as a strategic collaboration with a world-renowned research institution to create a HSV1 viral therapeutic platform

to engineer immunotherapies for a variety of diseases.

We have signed exclusive worldwide License Agreements with JHU for a cancer drug

that targets glioblastoma (brain cancer), pancreatic cancer, and others.

We have also signed an exclusive worldwide license from George

Washington University for another cancer drug that targets hepatocellular carcinoma (liver cancer) and other liver diseases.

we have signed three-year strategic data and commercialization agreements with the Lieber Institute for Brain Development (“LIBD”)

whom we believe has a repository of the largest collection of postmortem brains in the world, including molecular, clinical, and other

The objective of this collaboration with LIBD is for the Company to analyze these rich data sets using its proprietary AI/ML tools

and models and then go to market with the discoveries with the ultimate goal of securing revenue generating strategic partnership deals

with biopharmaceutical companies.

We intend to secure the rights to other proprietary data sets and repeat this strategy.

Additionally,

we intend to gain access to later-stage clinical assets through partnerships or the acquisition of rights to failed therapeutic candidates

for drug rescue.

In certain circumstances, we intend to conduct late-stage clinical trials in an effort to rescue therapeutic assets

that previously failed.

In these cases, there will be a requirement for drug supply and regulatory services to conduct clinical trials.

The success of our clinical development programs will require finding partners to support the clinical development, adequate availability

of raw materials and/or drug product for our R&D and clinical trials, and, in some cases, may also require establishment of third-party

arrangements to obtain finished drug product that is manufactured appropriately under good manufacturing practices, and packaged for

clinical use or sale.

Since we are a company focused on using our AI/ML technology to advance medicines, any clinical development programs

will also require, in all cases, partners and the establishment of third-party relationships for execution and completion of clinical

operate and have staffed our business using funds from our initial public offering and subsequent financings.

incorporation, we have entered into various partnerships and relationships, completed our first commercial service contract with a

leading rare disease non-profit organization for AI/ML analysis of late-stage clinical data in 2023, and completed our collaboration

agreement for clinical trial optimization with a Phase III oncology company focused on novel chemotherapeutic treatments for rare

cancers in the third quarter of 2025.

We have also acquired the rights to a series of preclinical and early clinical drug assets

from universities, as well as a strategic collaboration with a world-renowned research institution to create a HSV1 viral

therapeutic platform to engineer immunotherapies for a variety of diseases.

We have signed exclusive worldwide license agreements

with JHU for a cancer drug that targets glioblastoma (brain cancer), pancreatic cancer, and others.

We have also signed an exclusive

worldwide license from GWU for another cancer drug that targets hepatocellular carcinoma (liver cancer) and other liver diseases.

addition, we have signed three-year strategic data and commercialization agreements with the Lieber Institute for Brain Development

(“LIBD”) whom we believe has a repository of the largest collection of postmortem brains in the world, including

molecular, clinical, and other data.

The objective of this collaboration with LIBD is for the Company to analyze these rich data

sets using its proprietary AI/ML tools and models and then go to market with the discoveries with the ultimate goal of securing

revenue generating strategic partnership deals with biopharmaceutical companies.

We intend to secure the rights to other proprietary

data sets and repeat this strategy.

Additionally, we intend to gain access to later-stage clinical assets through partnerships or

the acquisition of rights to failed therapeutic candidates for drug rescue.

In certain circumstances, we intend to conduct

late-stage clinical trials in an effort to rescue therapeutic assets that previously failed.

In these cases, there will be a

requirement for drug supply and regulatory services to conduct clinical trials.

The success of our clinical development programs

will require finding partners to support the clinical development, adequate availability of raw materials and/or drug product for

our R&D and clinical trials, and, in some cases, may also require establishment of third-party arrangements to obtain finished

drug product that is manufactured appropriately under good manufacturing practices, and packaged for clinical use or sale.

are a company focused on using our AI/ML technology to advance medicines, any clinical development programs will also require, in

all cases, partners and the establishment of third-party relationships for execution and completion of clinical trials.

completing our initial public offering in February 2023 (the “IPO”), aided by the receipt of the IPO proceeds in addition

to the proceeds from our February 2024 and October 2024 offerings, we have implemented several initiatives:

investor relations and marketing

to promote and raise awareness of the Company in the financial and business sectors, research and development, collaboration with J Craig

Venter Institute (“JCVI”) and initiated preclinical studies with our in-licensed drug programs.

The Company is actively engaged

in developing and pursuing new intellectual property as it strives to continuously evolve its AI/ML platform.

the Company has added incremental staff to accelerate execution and the development of processes and custom scripts for use in performing

new drug target discovery and analytical services for customers, while also launching initiatives targeting large public health data

sources and seeking access to proprietary health data sources, such as our agreement with the LIBD.

We also transitioned our accounting

to the proceeds from our February 2024 and October 2024 offerings and our ongoing At-The-Market Sales Agreement with BTIG, LLC (the “ATM

Agreement”) and common stock purchase agreement with Lincoln Park Capital Fund, LLC, we have implemented several initiatives including:

investor relations and marketing to raise awareness of the Company in the financial and business sectors, research and development, and

initiation of preclinical studies with our in-licensed drug programs.

The Company is actively engaged in developing and pursuing new

intellectual property as it strives to continuously evolve its AI/ML platform.

we have added incremental staff to accelerate execution and the development of processes and custom scripts for use in performing new

drug target discovery and analytical services for customers, while also launching initiatives targeting large public health data sources

and seeking access to proprietary health data sources, such as our agreement with the LIBD.

We are also continuing to improve our accounting

and financial reporting systems and processes to enhance our internal control environment as a public company.

2 unchanged sentences

employees and consultants, and obligations related to the acquisition of our licensed drug programs.

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

In the first quarter of 2023, we completed

In February 2024, we received net proceeds of approximately $5.7 million from an underwritten secondary public offering

of common stock and warrants.

Additionally, in October 2024, we received net proceeds of approximately $2.7 million from a registered

direct offering of common stock and pre-funded warrants, and concurrent private placement of common stock warrants.

As of December 31,

2024, the Company has a cash balance of approximately $5.4 million.

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.

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

In the first quarter of 2023, we completed our

In February 2024, we received net proceeds of approximately $5.7 million from an underwritten public offering of common stock and

In October 2024, we received net proceeds of approximately $2.7 million from a registered direct offering of common stock and

pre-funded warrants, and concurrent private placement of common stock warrants.

Through December 31, 2025, we received approximately

$2.6 million of net proceeds from the sale of our common stock pursuant to the ATM Agreement.

As of December 31, 2025, the Company has

a cash balance of approximately $2.3 million, which includes restricted cash of $0.1 million held by a financial institution as collateral

for the Company’s corporate credit card program.

As of December 31, 2025, 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

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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.

Company has a unique strategy designed to reduce risk and increase the frequency of cash flow.

The ability to continue

as a going concern is dependent upon us utilizing the financing facilities available to us and/or obtaining necessary additional financing

and/or revenues to meet our obligations arising from normal business operations when they become due.

have a strategy designed to reduce risk and increase the frequency of cash flow.

The first part of the strategy is to generate

revenues through strategic relationships with biopharma companies.

These relationships will be structured as a combination of fees and

intellectual property based on the specific scope of the engagement.

The objective of these engagements will be to uncover valuable insights

to reduce the risk and increase the speed of the drug development process, which can be achieved through manual or automated integration

into the client’s workflow or analysis of discrete data sets.

These relationships will be structured as a combination of fees

in cash and, in some instances, equity in our partners, or other consideration and intellectual property based on the specific scope of the engagement.

The objective of these engagements will be to uncover valuable insights to reduce the risk and increase the speed of the drug

development process, which can be achieved through manual or automated integration into the client’s workflow or analysis of

discrete data sets.

the future, the second part of our strategy involves acquiring the rights to drugs at various stages of development and using our proprietary

1 unchanged sentence

as quickly as possible, preferably within approximately 30 months.

years ended December 31, 2024 and 2023

Costs of Goods Sold

recognized $65,000 in revenue and $5,200 in costs of goods sold during the year ended December 31, 2023 related to a commercial service

We did not recognize any revenue in the year ended December 31, 2024.

of Operations

the years ended December 31, 2025 and 2024

Collaboration

Revenue and Cost of Collaboration Revenue

the year ended December 31, 2025, we recognized revenue and cost of revenue of approximately $117,000 and $95,000, respectively, which

entirely related to our lone collaboration agreement with Eleison Pharmaceuticals Inc.

(“Eleison”), a Phase III oncology

company focused on novel chemotherapeutic treatments for rare cancers.

We had no active customer agreements in the year ended December

31, 2024 and, therefore, no revenue was recognized.

ended December 31,

1 unchanged sentence

and administrative

Total operating expenses

research and development expenses for the year ended December 31, 2024 increased by approximately $791,000 or 55% compared the year ended

December 31, 2023, primarily due to increased personnel costs related to the hiring of additional R&D staff members.

in the first quarter of 2024, we engaged disease experts as area consultants, we expanded our target discovery efforts, and we also initiated

a preclinical obesity study related to an siRNA program.

Going forward, we expect our R&D expenses to increase as we begin the validation

process on potential targets identified in our target discovery program.

Administrative

general and administrative expenses for the year ended December 31, 2024 increased by approximately $1,018,000 or 25% compared to the

year ended December 31, 2023, primarily due to increased personnel costs related to the hiring of additional staff members, as well as

associated increases in equity compensation costs and recruiting fees as we work to expand our headcount and capabilities.

(Expense), Net

operating expenses

and Development

research and development expenses for the year ended December 31, 2025 decreased compared the year ended December 31, 2024, primarily

due to a reduction in personnel costs and the allocation of certain personnel costs from research and development to cost of revenue

related to our collaboration with Eleison.

and Administrative

general and administrative expenses for the year ended December 31, 2025 decreased compared to the year ended December 31, 2024, primarily

due to reductions in our director and officer insurance policy premium and recruiting fees, partially offset by an increase in noncash

stock-based compensation expense.

Income (Expense), Net

expense decreased by approximately $12,000 for the year ended December 31, 2025, compared to the same period ended December 31, 2024

due to our outstanding notes converting or being paid off in 2023.

In 2023, we also recognized a loss on the conversion of notes of approximately

$93,000 in the year ended December 31, 2023.

Interest income increased by approximately $77,000 primarily due to an increase in our average

cash balances.

due to a decrease in our director and officer insurance policy premium loan.

Interest income decreased by approximately $159,000 primarily

due to a decrease in our average cash balances.

and Capital Resources

December 31, 2024, the Company has an accumulated deficit of approximately $16.8 million and has funded its operations through the sale

of common stock, warrants and debt.

December 31, 2025, we have an accumulated deficit of approximately $23.3 million and we have funded our operations through the sale of

common stock, warrants and debt.

We anticipate that our expenses will increase in the future to support our service offerings, clinical

2 unchanged sentences

lawyers, and accountants, among other expenses.

February 2023, the Company completed its IPO of 1,297,318 units at a price of $6.50 per unit for a total of approximately $8.4 million

of gross proceeds.

Each unit consists of one share of the Company’s common stock, one tradeable warrant to purchase one share of

common stock at an exercise price of $7.80 per share, and one non-tradeable warrant to purchase one share of the Company’s common

stock at an exercise price of $8.125.

connection with, and immediately prior to, the IPO, the Company also completed a 1-for-7 reverse stock split of our common stock.

connection with the IPO, a simple agreement for future equity (“SAFE”) and convertible loan agreement held by a related party

converted into 55,787 shares of common stock.

Additionally, all outstanding convertible bridge notes and accrued interest were converted

into 276,289 shares of common stock and 276,289 warrants to purchase common stock and were issued to the holders of such notes at conversion.

April 2023, the holders of outstanding warrants exercised 436,533 warrants for common stock at various exercise prices and the Company

received net proceeds of approximately $1.5 million.

February 2024, we completed an underwritten offering of common stock and warrants generating approximately $5.7 million of net proceeds.

October 2024, we completed a registered direct offering of common stock and pre-funded warrants, and concurrent private placement of

common stock warrants generating approximately $2.7 million of net proceeds.

2024, we received approximately $0.1 million from the exercise of warrants.

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.

we will seek additional capital to continue to execute our strategy as discussed above.

In October 2024, we completed a registered direct offering of common stock and pre-funded warrants, and concurrent private placement

of common stock warrants generating approximately $2.7 million of net proceeds.

April 2025, we entered into an ATM Agreement with BTIG, LLC, pursuant to which we may offer and sell shares of common stock, from

time to time in our sole discretion, at the market price up to an aggregate offering price of $20 million.

We are not obligated to

sell any shares, and BTIG is not required to sell any specific number or dollar amount of shares of common stock.

Accordingly, we

will not receive any proceeds from such transaction until shares are actually sold by BTIG.

Subject to our request to sell shares,

BTIG will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell shares of common

stock on our behalf in accordance with Company instructions.

Notwithstanding the foregoing, there can be no assurance that we will

be able to sell, when needed, sufficient shares under the ATM Agreement to fund planned operations.

In the year ended December 31,

2025, we received approximately $2.6 million of net proceeds from the sale of 1,686,511 shares of our common stock at an average

price of approximately $1.59 per share.

Subsequent to year end 2025, we received approximately $0.9 million of net proceeds from the

sale of 976,204 shares of our common stock at an average price of approximately $0.90 per share.

Consequently, as of the date of

this filing, approximately $16.4 million of capacity remains available under the ATM Agreement;

however, the amount we are permitted

to raise in any 12-month period is currently limited based on our public float pursuant to SEC General Instruction I.B.6 of Form

Accordingly, as of the date of this filing, we are limited to additional common stock sales of approximately $1.1 million under

the ATM Agreement.

September 2025, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which

Lincoln Park committed to purchase up to $10.0 million of our common stock, subject to certain limitations.

We have the right, but not

the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $10.0 million of our common stock.

of common stock by the Company, if any, will be subject to certain limitations set forth in the purchase agreement, and may occur from

time to time, at our sole discretion, over the 36-month period commencing on November 25, 2025, the date that the conditions to Lincoln

Park’s purchase obligation set forth in the purchase agreement were satisfied.

In connection with the purchase agreement, we issued

147,682 shares of common stock valued at approximately $207,000 to Lincoln Park as a fee in advance of any sales pursuant to this facility.

No shares were sold under this facility during the year ended December 31, 2025.

In January 2026, we received net proceeds of approximately

$218,000 from the sale of 270,000 shares of common stock at an average price of approximately $0.81 per share.

of December 31, 2025, our cash and cash equivalents position is not sufficient to fund our planned operations for at least a year beyond

the filing date of the consolidated financial statements.

These factors raise substantial doubt about our ability to continue as a going

The ability to continue as a going concern is dependent upon us utilizing the financing facilities available to us and/or obtaining

necessary additional financing and/or revenues to meet our obligations arising from normal business operations when they become due.

Accordingly, we will seek additional capital to continue to execute our strategy as discussed above.

August 21, 2025, we received a letter from the listing staff of The Nasdaq Stock Market LLC (“Nasdaq”) that we were no

longer in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq pursuant to Nasdaq

Listing Rule 5550(b)(1) (the “Stockholders’ Equity Rule”).

The Stockholders’ Equity Rule requires companies

listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 or to meet alternatives of market

value of listed securities or net income from continuing operations, which we do not currently meet.

In accordance with Nasdaq

rules, we had 45 calendar days, or until October 6, 2025, to submit a plan to regain compliance.

After submitting the plan to regain

compliance, on October 7, 2025, Nasdaq granted us an extension until February 17, 2026, to comply with Listing Rule 5550(b)(1).

February 19, 2026, we received a further notice from Nasdaq (the “February Letter”) notifying us that Nasdaq determined

that we had not met the terms of the extension.

We thereafter timely requested a hearing before an independent Nasdaq Hearings Panel

(the “Panel”) which automatically stayed any suspension or delisting action pending the hearing and the expiration of any

extension period granted by the Panel following the hearing.

At the hearing, we plan to present additional details of our Plan and

provide an update on our efforts to regain compliance.

We will also request additional time to complete the steps of our Plan and

regain compliance with all applicable Nasdaq Listing Rules.

February 10, 2026, we received a letter from Nasdaq notifying us that, for the last 30 consecutive business days, the closing bid price

for our common stock, par value $0.00001 per share (the “Common Stock”), was below $1.00 per share, which is the minimum

closing bid price required for continued listing on the Nasdaq Global Market (the “Minimum Bid Price Requirement”) pursuant

to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Notice”).

The Bid Price Notice had no immediate effect on the listing of

our Common Stock and tradeable warrants.

As such, our Common Stock will continue to trade on the Nasdaq Capital Market under the symbol

“BFRG,” and our tradeable warrants will continue to trade on the Nasdaq Capital Market under the symbol “BFRGW.”

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided a compliance period of 180 calendar days from the date of the

Bid Price Notice, or until August 10, 2026, to regain compliance with the Minimum Bid Price Requirement.

If at any time during the 180-calendar

day grace period, the closing bid price of our Common Stock is at least $1.00 per share for a minimum of ten consecutive business days

(unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)),

Nasdaq will provide us written confirmation of compliance, and the matter will be closed.

If we do not regain compliance during the initial

180-calendar day compliance period, we may be provided a second 180-calendar day period to regain compliance.

If we do not regain compliance

within the allotted compliance periods, including any extensions that may be granted by Nasdaq, our listed securities will be subject

to delisting.

We would thereafter have the right to appeal a determination to delist our securities, and our securities would remain

listed on the Nasdaq Capital Market until the completion of the appeal process.

Notably, at a Special Meeting of Stockholders in October

2025, the Company received stockholder approval to effect a reverse stock split at a ratio of not less than 1-to-2 and not more than

1-to-15, such ratio and timing to be determined in the discretion of the Company’s Board of Directors.

Cash Flow Data

1 unchanged sentence

Net cash (used in) provided by

Operating activities

$ (5,522,265 )

1 unchanged sentence

Investing activities

Net increase in cash

and cash equivalents

Used in Operating Activities

cash used in operating activities for the year ended December 31, 2024 decreased by approximately $391,000 compared to the same period

ended December 31, 2023 primarily due to paying down accrued expenses for technology access, consultants, and compensation in 2023, partially

offset by increased operating costs in 2024 primarily relating to increased personnel costs.

Used in Investing Activities

Net (decrease) increase

in cash and cash equivalents

$ (3,147,278 )

$ (5,958,531 )

Flows Used in Operating Activities

cash used in operating activities for the year ended December 31, 2025 decreased by approximately $88,000 compared to the year ended

December 31, 2024, primarily due to decreased operating costs in 2025 attributable to a reduction in personnel costs, partially offset

by the timing and payment of vendor invoices and associated impact to accounts payable.

Flows Used in Investing Activities

was no cash used in investing activities during any of the periods presented.

Provided by Financing Activities

cash provided by financing activities for the year ended December 31, 2024 decreased by approximately $147,000, compared to the same

period ended December 31, 2023 primarily due to fewer proceeds from equity issuances in 2024 partially offset by payments of debt in

Flows Provided by Financing Activities

cash provided by financing activities for the year ended December 31, 2025 decreased, compared to the year ended December 31, 2024, primarily

due to proceeds from our offerings and warrant exercises in 2024, partially offset by proceeds from sales of common stock under our ATM

Agreement in 2025.

Accounting Policies

1 unchanged sentence

included a discussion of the most critical accounting policies used in the preparation of our financial statements.

There has been no

material change in the policies and estimates used in the preparation of our financial statements since the completion of the 2024 audit.

Sheet Arrangements

1 unchanged sentence

Operations Overview

completed our first commercial service contract and recognized revenue in the amount of $65,000 in the third quarter of 2023.

not recognize any revenue in 2024.

In February 2025, we announced our entry into a collaboration agreement with Eleison Pharmaceuticals

(“Eleison”), a Phase III oncology company focused on novel chemotherapeutic treatments for rare cancers.

We are in discussions

with other potential partners, although there can be no assurance of entering into other business relationships in 2025 or beyond.

classify our operating expenses into two categories:

research and development and general and administrative.

Prior to 2023, most of

our activities were related to:

technology evaluation, acquisition and validation, capital acquisition and business development activities

in general, which we believe have readied the Company for contract services while exploring strategic partnering and asset acquisition.

These activities and related expenditures have been recorded and reported as general and administrative in our financial statements.

In 2022, we licensed two drug development programs from universities and entered into a new license with JHU-APL for new intellectual

property and other enhancements used with our bfLEAP™ platform.

We incurred license and annual minimum royalty fees associated

with these relationships in 2023 and 2024, and we expect our research and development expenses to increase in 2025 as we initiate activities

directed towards the development of service offering products, collaborations and preclinical studies aimed at generating the data to

enable the filing of an Investigational New Drug (IND) application.

Development Costs and Expenses

and development costs and expenses in 2023 and 2024 include development activities on our licensed drug candidates and our discovery

collaborations with JCVI.

In addition to fees paid to external service providers, we are also allocating internal costs for personnel

working on these efforts in addition to personnel costs related to our internal efforts to develop our product and service offerings

using bfLEAP™.

We anticipate our research and development costs could become significant as we execute on our business plan and

begin conducting preclinical research and development activities directed at securing development partners and filing an IND for our

February 2025, we entered into a collaboration agreement with Eleison Pharmaceuticals Inc., a Phase III oncology company focused on novel

chemotherapeutic treatments for rare cancers, and we recognized revenue of approximately $117,000 pursuant to this agreement.

Additionally,

in June 2025, we entered into a strategic collaboration agreement with Sygnature Discovery (“Sygnature”), pursuant to which

we established a joint marketing arrangement where Sygnature will introduce our BullFrog Data Networks™ platform to Sygnature’s

global biopharma client base;

however, we have not yet recognized any revenue under this collaboration.

While we are currently in discussions

with other potential partners, there can be no assurance of entering into other business relationships.

We did not recognize any revenue

of revenue consists primarily of the allocation of personnel costs (e.g.

payroll, benefits, and consulting fees) of our employees and

third-party consultants directly attributable to the satisfaction of our performance obligations under our revenue arrangements.

and Development Costs and Expenses

and development costs and expenses include development activities related to our licensed drug candidates and our discovery efforts and

collaborations.

In addition to fees paid to external service providers, we are also allocating costs for internal personnel working on

these activities as well as their efforts to develop our product and service offerings using bfLEAP™.

We anticipate that our research

and development costs could become significant over time as we execute on our business plan and begin conducting preclinical research

and development activities directed at securing development partners and filing an investigational new drug (IND) application for our

licensed drug development programs described in this filing, as well as under strategic partnerships and for other drug development programs

5 unchanged sentences

the actual amount expended.

Administrative Expenses

and administrative costs and expenses in 2023 and 2024 include personnel costs and costs associated with being a public company such

as D&O insurance, audit and tax provider fees, SEC legal counsel, and exchange listing costs.

and Administrative Expenses

and administrative costs and expenses include personnel costs and costs associated with being a public company such as directors and

officers insurance, audit and tax provider fees, legal fees, and exchange listing costs.

Additionally, our general and administrative

4 unchanged sentences

Growth Company and Smaller Reporting Company Status

Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may

take advantage of reduced reporting requirements that are otherwise applicable to public companies.

Section 107 of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are

required to comply with those standards.

We have elected to use the extended transition period to comply with new or revised accounting

This may make it difficult to compare our financial results with the financial results of another public company that is either

not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period

exemptions because of the potential differences in accounting standards used.

are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage

of reduced reporting requirements that are otherwise applicable to public companies.

Section 107 of the JOBS Act exempts emerging growth

companies from being required to comply with new or revised financial accounting standards until private companies are required to comply

with those standards.

We have elected to use the extended transition period to comply with new or revised accounting standards.

may make it difficult to compare our financial results with the financial results of another public company that is either not an emerging

growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because

of the potential differences in accounting standards used.

are also considered a “smaller reporting company”, meaning that the market value of our stock held by non-affiliates plus

11 unchanged sentences

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

reporting company, the Company is not required to provide the information required by this Item.

a smaller reporting company, we are not required to provide the information required by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis