What changed in this filing

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Item 9A. Controls and Procedures

2026-03-19 compared with 2025-03-14 · 933 added, 819 removed, 758 unchanged (70% of the section changed)

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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.

We conducted an evaluation of the effectiveness of our disclosure

controls and procedures as of December 31, 2025.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures were effective as of the end of the reporting period covered in this Annual Report on Form

Report on Internal Control over Financial Reporting

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safeguards into the process to reduce, though not eliminate, this risk.

conducted an assessment of our internal control over financial reporting as of December 31, 2025 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 remediation of the previously identified material weaknesses, management concluded that, as of

December 31, 2025, our internal control over financial reporting was effective.

of Previously Reported Material Weaknesses

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.

which continued to be unremediated as of December 31, 2024.

Specifically, Management noted the Company did not properly document, implement

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of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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.

Remediation Efforts

is in the process of implementing improvements to its internal controls over financial reporting.

Namely the Company has and is continuing

of December 31, 2025, management implemented the following improvements to its internal controls over financial reporting.

● transitioned

its day-to-day accounting processes to an external firm including automating its vendor payments;

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;

the design and effectiveness of our controls including the creation of an annual risk assessment

and ongoing monitoring activities;

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.

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

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.

of our current operations, including the hiring of a Corporate Controller in 2024.

has evaluated these improvements and remediation efforts and believes its internal controls over financial reporting are now operating

effectively, and consequently, determined that the material weaknesses have been remediated.

in Internal Control Over Financial Reporting

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.

than the changes noted above related to the remediation of material weaknesses, there has been no change in our internal controls over

financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially

affect, our internal controls over financial reporting.

OTHER INFORMATION

Trading Plans

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.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

the quarter ended December 31, 2025, none of our 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, and in each of the first, second, and third quarters of 2025.

The 10b5 Sales

Plan expired in accordance with its terms on August 31, 2025.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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following table sets forth the name, age and position of each of our executive officers, key employees and directors.

Executive Officers:

Vininder Singh

Chief Executive Officer and Director

Chief Financial Officer

Non-Executive Directors:

Director and Chair of Audit Committee

William Enright

Director and Chair of Compensation Committee

Director and Chair of Nominating and Corporate Governance

(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

Executive Officer and Director

Financial Officer

Non-Executive

and Chair of Audit Committee

and Chair of Compensation Committee

and Chair of Nominating and Corporate Governance Committee

(Vin) Singh is the Founder, Chairman, and Chief Executive Officer of BullFrog AI Holdings, Inc.

since its inception in August 2017.

Over the past eight years, he has built the Company from scratch and during that time he has led strategy, built a highly experienced

team of leaders, spear headed the acquisition and development of BullFrog’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

Vin is a serial entrepreneur and experienced executive with 25 years of experience in the life sciences and biotechnology industries.

In February 2020, he formed

BullFrog AI Holdings, Inc., and BullFrog AI Inc.

became a wholly owned subsidiary designated as the holder of core intellectual property.

Singh 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.

uses machine learning/AI to enable drug development, Next Healthcare Inc., a personalized diagnostics and adult cell banking service,

and MaxCyte Inc.

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.

and ThermoFisher Scientific, leading

their global cell therapy services business.

Singh 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.

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.

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 and his extensive experience in the science and biotechnology industries and in the management of startup companies.

Blacher has been the Chief Financial Officer of BullFrog AI Holdings, Inc.

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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.

of Danforth, he has served as Chief Financial Officer of Predictive Oncology since September 2023 as well as Axe Compute, among others.

During his tenure at Columbus Circle Capital, Mr.

Blacher has served as chief financial officer at several

public and private companies.

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

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:

Blacher served as Chief Business Officer at InMed Pharmaceuticals (Nasdaq:

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,

Blacher served in senior capacities at Teva Pharmaceuticals, Deutsche Asset Management and Morgan Stanley.

Blacher holds a Bachelor

of Arts from Yeshiva University and a Master of Business Administration from Columbia Business School.

Earlier in his career, Mr.

Blacher served

in senior capacities at Teva Pharmaceuticals, Deutsche Asset Management and Morgan Stanley.

Blacher holds a Bachelor of Arts from

Yeshiva University and an M.B.A.

from Columbia Business School.

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

Elsey was the Chief Financial

Officer of Lyra Therapeutics until his retirement in December 2020.

Elsey was the CFO of Lyra

Therapeutics from 2019 until his retirement in December 2020.

Previously, from February 2015 to February 2019, Mr.

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.

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.

Elsey served as Chief Financial

Officer of LifeCell Corporation, a privately held regenerative medicine company.

Elsey previously served as the chair of the Audit

Committee and member of the Board of Directors of OpGen, Inc., a precision medicine company.

Elsey holds a B.A.

and an M.B.A.

in economics and

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.

Elsey is qualified to serve as a member of our board of directors

because of his extensive professional experience in science and biotechnology companies.

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

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:

he helped to take public in April 2021.

a seasoned biotech executive with more than thirty-five 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 Biotherapeutics plc (NASDAQ:

he helped take public in April 2021.

Prior to Barinthus, Mr.

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responsibilities, culminating as Head of Business Development.

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.

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

He brings a breadth of experience 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.

by Thermo-Fisher), working in various senior level licensing, business management, manufacturing and research roles.

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.

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

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

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

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from July 2018 to December 2022.

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

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

for the Company.

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

space into a clinical stage gene therapy oncology company trading on Nasdaq, with a massively differentiated lead product to treat bladder

cancer, implementing a new scientific, technical and strategic vision for the Company.

From August 2016 to November 2017, Mr.

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

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

to June 2018.

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

from November 2015

to August 2016.

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

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

In January 2013,

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

(now Bausch Health

Companies Inc.).

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

and Chief Operating Officer between July 2006 and December 2012.

Hanson also served in numerous roles at GE Healthcare, including

General Counsel roles, from April 1999 to July 2006.

Hanson holds a B.S.

served as President and Chief Executive Officer of Ohana Biosciences, a biotechnology company based in Cambridge, MA, and as a member

of the Ohana Board of Directors and consultant to Ohana from November 2017 to June 2018.

Hanson previously served as Executive Vice

President and Chief Strategy Officer for NuVasive, Inc.

from November 2015 to August 2016.

Hanson served as Corporate Vice President

of General Electric Company and member of the senior executive team of GE Healthcare, a global pharmaceutical, medical device and healthcare

services business from May 2014 to October 2015.

In January 2013, 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.

Hanson also served in numerous roles at GE Healthcare, including General Counsel roles, from April 1999 to July 2006.

from Cornell University and a J.D.

from Duke University

School of Law.

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.

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

Diversity Matrix

Principal Executive Officers:

United States

Foreign Private Issuer

Disclosure Prohibited under

Home Country Law

Total Number of Directors

Not Disclose Gender

Gender Identity

Underrepresented Individual

in Home Country Jurisdiction

Did Not Disclose Demographic

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.

Hanson is qualified to serve as a member of our board

of directors because of his extensive professional experience in science and biotechnology companies.

of Board of Directors in Risk Oversight Process

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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 .

and that they each meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial literacy

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

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

In making this determination, our board of

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

Our board of directors

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

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

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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

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.

The audit committee met five times in 2025.

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

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

compensation committee met 4 times in 2024.

compensation committee met two times in 2025.

& Corporate Governance Committee

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

nominating committee is responsible for, among other things:

nominating and corporate governance committee is responsible for, among other things:

criteria for membership on the board of directors and committees;

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self-assessment of its practices and effectiveness.

nominating and corporate governance committee met 4 times in 2024.

nominating and corporate governance committee met one time in 2025.

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

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

Code of Business

Conduct and Ethics

of Business Conduct and Ethics

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

accounting officer or controller, employees or persons performing similar functions.

accounting officer or controller, employees and persons performing similar functions.

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

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.

Board adopted the BullFrog AI Compensation Recoupment Policy (the “Clawback Policy”), effective in December 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

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

Relationships

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individuals collectively as our “named executive officers.”

Name and Principal Position

Option Awards

All Other Compensation

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Total Compensation

and Principal Position

Other Compensation

Incentive Plan Compensation

Deferred Compensation Earnings

Vininder Singh

Chief Executive Officer and Director

Chief Financial Officer

$ 310,000 (2)

Chief Executive Officer

Chief Financial Officer

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.

Comprised of $220,000 related to Mr.

Saglio’s 2023 consulting fees, and consulting fees of $90,000 deferred in 2022 and paid in

Represents annual value of stock grants and RSU grants issued during fiscal year 2025 under our 2022 Equity Incentive Plan.

Comprised of amounts relating to employer-sponsored group term life insurance and benefit provided by interest-free loan.

May 16, 2022, we entered into an employment agreement with Vininder Singh, pursuant to which he received an annual base salary of $400,000,

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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.

Singh will also be eligible to participate in the Company’s stock incentive plan, subject to Board

2025 was 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.

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.

December 7, 2024, Dane Saglio, the Company’s former Chief Financial Officer, passed away.

Saglio served as the Company’s

Chief Financial Officer since September 2021.

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.

Singh shall continue until either his resignation, termination for cause by the Company, or death or disability

December 12, 2024, the Board of Directors appointed Josh Blacher to serve as the Company’s Chief Financial Officer.

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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.

Pursuant to the Consulting Agreement, we 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.

Blacher will receive no compensation directly from the Company.

As of the date of this filing,

no increase to the hourly rate has been implemented in 2026 pursuant to this provision.

following table summarizes the compensation paid to our executive and non-executive directors during the year ended December 31, 2025.

Earned or Paid in Cash [1]

All Other Compensation

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation

Total Compensation

Other Compensation

Incentive Plan Compensation

Deferred Compensation Earnings

Vininder Singh [4]

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Represents cash compensation for service as a director and as chair of a board committee during the fiscal year 2025.

Represents annual value of stock grants and RSU grants issued during fiscal year 2025 under our 2022 Equity Incentive Plan.

Represents annual value of stock options issued during fiscal year 2025 under our 2022 Equity Incentive Plan.

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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.

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

of Directors, Senior Officers, Executive Officers and Other Management

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

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

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

in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market 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.

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

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

committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market 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.

In October 2025, the Company’s

stockholders approved an amendment to increase shares available for grant under the Plan by 750,000.

As of December 31, 2025, there

are 891,975 shares available under the Plan.

Equity Awards at Fiscal Year-End

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unexercised and unvested options and equity awards.

Outstanding Equity Awards as of December

Option Awards

Date of Grant

Number of securities underlying unexercised

options (#) exercisable

Number of securities underlying unexercised

options (#) unexerciseable (1)

Equity Awards as of December 31, 2025

of securities underlying unexercised options (#) exercisable

of securities underlying unexercised options (#) unexerciseable (1)

incentive plan awards:

Number of securities underlying unexercised unearned options (#)

Option exercise price ($)

Option expiration date

March 17, 2023

December 7, 2025

January 18, 2024

December 7, 2025

exercise price ($)

expiration date

of shares of stock that have not vested (#)

value of shares of stock that have not vested ($) (2)

incentive plan awards:

number of unearned shares, units, or other rights that have not vested (#)

incentive plan awards:

market or payout value of unearned shares, units or other rights that have not vested ($) (2)

Vininder Singh

January 18, 2024

January 18, 2034

Vininder Singh

standard vesting schedule for all stock option grants is vesting over two years with one-third

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and one-third vesting on the second anniversary of the date of grant.

(2) Calculated

based on the closing price of the common stock on the Nasdaq Capital Market on December 31,

2025 of $0.8828 per share.

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

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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.

Percentage of ownership is based on 12,664,387 shares of common stock issued and outstanding

as of March 1, 2026.

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

Stock Beneficially Owned

of Common Stock

Beneficially Owned

Percentage of

Directors and Officers:

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Chief Financial Officer (2)

Chief Financial Officer

Donald Elsey (3)

William Enright (4)

All officers and directors as a group (6 persons)

Beneficial owners of more than 5%

All officers and directors

as a group (6 persons)

Beneficial owners of more

Tivoli Trust (5)

Empery Asset Management, LP (5)

(1) Comprised

of 2,392,446 shares of Common Stock, 77,930 Stock Options currently exercisable, and 0 Stock

Options exercisable within 60 days.

of 2,367,446 shares of common stock and 129,000 stock options that have vested as of March

1, 2026 or will vest within 60 days of such date.

(2) Comprised

of 47,142 shares of Common Stock, 109,500 Stock Options currently exercisable, and 0 Stock

Options exercisable within 60 days.

of 4,950 shares of common stock.

(3) Comprised

of 34,442 Stock Options currently exercisable and 2,222 Stock Options exercisable within

of 2,813 shares of common stock and 55,000 stock options that have vested as of March 1,

2026 or will vest within 60 days of such date.

(4) Comprised

of 7,813 shares of common stock and 55,000 stock options that have vested as of March 1,

2026 or will vest within 60 days of such date.

(5) 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.

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.

have shared voting and dispositive power over 929,857 shares of common stock of the Company.

Lane and Hoe each disclaim beneficial ownership of the shares reported herein except

to the extent of their pecuniary interests therein.

The common stock total 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.

Authorized for Issuance under Equity Compensation Plans

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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.

Accordingly, as of January 1, 2026, there were 1,237,732 shares available for issuance

under the 2022 Plan.

following table shows, as of December 31, 2025, the Company’s equity compensation plans under which the Company’s equity

securities are authorized for issuance:

Plan Category

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exercise price of outstanding options, warrants and rights

Number of securities remaining available

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

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

of securities remaining available for future issuance under equity compensation plans

Equity compensation plans approved

by security holders

1,056,530 (1)

Equity compensation

plans not approved by security holders

342,030 outstanding restricted stock units for which there is no exercise price.

the weighted-average exercise price of stock options and warrants only.

and Practices Related to the Grant of Certain Equity Awards

grant equity awards to our executives, including stock options, as part of their total compensation.

In 2025, we did not grant stock

options on any date that, in relation to our disclosure of material nonpublic information, would require us to provide the tabular disclosures

of Item 402(x)(2) of Regulation S-K.

Accordingly, we have no specific policy or practice on the timing of awards of such options in relation

to the disclosure of material nonpublic information by us.

In the event that we determine to grant new awards of such options, the Compensation

Committee will evaluate the appropriate steps to take in relation to the foregoing.

Our insider trading policy also provides guidelines

around the repurchases of our securities, which would generally only made pursuant to a Rule 10b5-1 trading plan established when we

are not in possession of material nonpublic information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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on Form 10-K, there have been no transactions since January 1, 2024, 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.

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.

August 2021, the Company entered into a convertible loan agreement with a related party in the amount of $99,900 at 9% interest.

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.

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

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.

exceed the lesser of $120,000 or one percent of the average of our total assets as at 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.

October 2022, we entered into an exchange agreement with an investor whereby all 734,493 shares of his common stock were exchanged into

73,449 shares of Series A Convertible Preferred Stock that converts to common stock at a rate of 10 shares of common stock for one share

of preferred 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.

and Procedures for Related Party Transactions

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the completion of the audit).

Year Ended December 31,

Ended December 31,

Audit fees (1)

Audit-related fees (2)

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.

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.

Tax fees consist of fees

for professional services for tax compliance, tax advice and tax planning.

All other fees consist

of fees related to engagement administration.

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.

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.

fees consist of fees for professional services for tax compliance, tax advice and tax planning.

other fees consist of fees related to engagement administration.

Exhibits, Financial Statement Schedules

Financial Statements

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

Report, which is incorporated into this Item by reference.

Underwriting Agreement between the Company and WallachBeth Capital LLC dated 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.

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.

At-The-Market

Sales Agreement, dated April 25, 2025, by and between Bullfrog AI Holdings, Inc.

and BTIG, LLC., incorporated by reference to Exhibit

1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2025.

and Restated Articles of Incorporation of BullFrog AI Holdings, Inc.

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

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.

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.

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.

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.

to the Bylaws of BullFrog AI Holdings, Inc., effective September 18, 2025 (incorporated by reference to Exhibit 3.1 of the Registrant’s

Current Report on Form 8-K filed on September 23, 2025).

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.

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.

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,

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

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

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.

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

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

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.

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.

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.

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.

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.

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.

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.

Description of Securities.

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.

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.

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.

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.

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.

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.

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.

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.

Description of Securities, incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

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.

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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,

Equity Compensation Plan, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with

1 unchanged sentence

Form of Indemnification Agreement between BullFrog AI Holdings, Inc.

and each of its directors and officers

Form of Stock Option Grant Agreement

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.

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.

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.

Code of Ethics

Insider Trading Policy

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.

Consent of M&K CPAS PLLC, an independent registered public accounting firm

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

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.

and each of its directors and officers, incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

Form of Stock Option Grant Agreement, incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

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,

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.

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,

Agreement, dated September 15, 2025, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to

Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on September 16, 2025).

Rights Agreement, dated September 15, 2025, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference

to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 16, 2025).

1 to BullFrog AI Holdings, Inc.’s 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s

Current Report on Form 8-K filed on October 24, 2025).

Form of Stock Grant Notice

Form of 2025 Refresh Restricted Stock Unit Award Agreement

Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

List of significant subsidiaries of BullFrog AI Holdings, Inc.

of M&K CPAS PLLC, an independent registered public accounting firm

Certification

of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification

of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

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.

Clawback Policy

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Filed herewith.

Compensation Recoupment Policy, incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2025.

XBRL Instance Document

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Certain portions of the exhibit have been omitted in accordance with Regulation S-K Item 601 (b)(10).

The Registrant

agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

FORM 10-K SUMMARY

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on its behalf by the undersigned, thereunto duly authorized.

March 14, 2025

Bullfrog AI Holdings, Inc.

AI Holdings, Inc.

Vininder Singh

Chief Executive Officer

and Director (Principal Executive Officer)

Chief Financial Officer

(Principal Financial and Accounting Officer)

Executive Officer and Director (Principal Executive Officer)

Financial Officer (Principal Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

3 unchanged sentences

Executive Officer)

March 14, 2025

Vininder Singh

Financial Officer

Financial and Accounting Officer)

March 14, 2025

William Enright

March 14, 2025

William Enright

March 14, 2025

AI HOLDINGS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm PCAOB ID:

Consolidated Balance Sheets as of December 31, 2024 and 202 3

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm PCAOB ID:

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(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).

2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years

ended December 31, 2025 and 2024, 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

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accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

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.

in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations and has not yet achieved

profitable operations as of December 31, 2025 which raises substantial doubt about its ability to continue as a going concern.

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.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

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

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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

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

23 unchanged sentences

disclosures to which they relate.

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.

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

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2021.

The Woodlands, Texas

March 14, 2025

the Company’s revenue recognition required significant judgment in applying ASC 606.

Specifically, auditing management’s

evaluation of the agreement with a customer involved assessing the identification and allocation of standalone transaction prices to

performance obligations under ASC 606.

As such, revenue recognition was identified as a Critical Audit Matter, as improper revenue recognition

could materially misstate the financial statements and key financial indicators.

address these risks, we reviewed and assessed a customer agreement and management’s evaluation of key terms and related disclosures.

We also performed substantive audit procedures to test the appropriateness, accuracy, and completeness of recorded revenue transactions.

M&K CPAS, PLLC

have served as the Company’s auditor since 2021.

Woodlands, Texas

AI HOLDINGS, INC.

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Current assets:

Cash and cash equivalents

Prepaid expenses

Cash and cash

expenses and other assets

Total current assets

Property and equipment, net

Liabilities and Stockholders’ Equity (Deficit)

Restricted cash

Property and equipment,

Liabilities and Stockholders’

Current liabilities:

Accounts payable

Accrued expenses

Total current liabilities

1 unchanged sentence

Stockholders’ equity:

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

Series A Convertible Preferred

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

73,449 shares issued and outstanding as of December 31, 2025 and 2024.

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.

Common stock, $ 0.00001

par value, 100,000,000 shares authorized;

11,418,183 and 9,113,139 shares issued and outstanding as of December 31, 2025 and 2024,

respectively.

Additional paid-in capital

Accumulated deficit

( 23,291,624 )

( 16,793,556 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’

Total liabilities and

stockholders’ equity

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

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STATEMENTS OF OPERATIONS

Year Ended December 31,

Ended December 31,

Collaboration

Total revenue

Cost of goods sold:

Cost of goods sold

Total cost of goods sold

Cost of revenue:

of collaboration revenue

Total cost of revenue

Operating expenses:

Research and development

General and administrative

and administrative

Total operating expenses

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Interest expense

Loss on conversion of notes

Interest income

Total other income (expense), net

Total other income (expense),

( 6,498,068 )

( 6,993,647 )

Deemed dividend related to warrant exercise price adjustment

Net loss attributable to common stockholders

Deemed dividend related

to warrant exercise price adjustment

Net loss attributable

to common stockholders

$ ( 6,498,068 )

$ ( 7,038,632 )

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

Weighted average number of shares outstanding - basic and diluted

Net loss per common

share attributable to common stockholders - basic and diluted

Weighted average number of shares outstanding

- basic and diluted

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

AI HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Preferred Stock

Additional Paid-in

Total Stockholders’

Equity (Deficit)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Stockholders’

Balance at December

$ ( 9,754,924 )

$ ( 3,057,352 )

Stock-based compensation

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

Issuance of common stock for services

Conversion of convertible debt to common stock

Issuance of common stock pursuant to warrant exercises

( 5,355,869 )

Issuance of common stock and warrants, net

of issuance costs

Issuance of common stock pursuant to warrant

Deemed dividend related to warrant price adjustment

( 6,993,647 )

Balance at December 31, 2023

( 6,993,647 )

at December 31, 2024

( 16,793,556 )

Stock-based compensation

Issuance of common stock and warrants, net of issuance costs

Issuance of common stock pursuant to warrant exercises

Deemed dividend related to warrant price adjustment

( 6,993,647 )

Issuance of common stock pursuant to warrant

Issuance of common stock, net of issuance costs

Issuance of common stock as commitment fee

in advance of equity transaction

( 6,498,068 )

Balance at December 31, 2024

( 6,498,068 )

at December 31, 2025

$ ( 23,291,624 )

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STATEMENTS OF CASH FLOWS

Year Ended December 31,

Cash flows from operating activities:

Ended December 31,

Cash flows from operating

$ ( 6,498,068 )

$ ( 6,993,647 )

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

Adjustments to reconcile net loss to net cash

used in operating activities:

Stock-based compensation

Shares issued for services

Loss on conversion of notes

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expense

Non-cash consideration

received pursuant to revenue agreements

Changes in operating assets

and liabilities:

Prepaid expenses and other

Accounts payable

Accrued expenses

Deferred revenue

Net cash used in operating activities

cash used in operating activities

( 5,522,265 )

( 5,610,249 )

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

Proceeds from exercise of warrants

Proceeds from notes payable

Payments of notes payable

flows from investing activities:

cash used in investing activities

Cash flows from financing

Proceeds from sale of common stock from ATM,

net of issuance costs

Proceeds from issuance of common stock and

warrants, net of issuance costs

Proceeds from warrant exercises

Issuance costs paid in advance of equity financing

Proceeds from short term insurance financing

Payments of short term insurance financing

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Payments on short term

insurance financing

cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

( 3,147,278 )

Cash and cash equivalents

and restricted cash, beginning of period

and cash equivalents and restricted cash, end of period

Supplemental cash flow information:

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Supplemental non-cash activity

Issuance of common stock upon conversion of notes payable

Issuance of common stock as commitment fee

in advance of equity transaction

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

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AI Holdings, Inc.

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

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

BullFrog AI Holdings, Inc.

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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.

AI Holdings, Inc., which began operations in February 2020.

The Company is focused specifically on advanced artificial intelligence and

machine learning (“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.

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

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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.

intelligence and machine learning (“AI/ML”) has emerged as a digital solution to help address this problem.

Company uses artificial intelligence and machine learning to advance medicines for both internal and external projects.

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

A major challenge in developing new therapeutics is efficiently integrating the complex, high-dimensional

data generated at each stage of development to help de-risk subsequent stages of the process.

have emerged as a digital solution to help address this problem.

Company uses AI/ML to advance medicines for both internal and external projects.

Currently, most 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, bfLEAP™, is an analytical AI/ML platform developed at The Johns Hopkins University Applied Physics Laboratory

(“JHU-APL”), which the Company believes 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™, in several critical stages of development of internal programs and to

customers 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.

proprietary analytical platform utilizes both supervised and unsupervised machine learning.

As such, it is able to reveal real and meaningful

As such, it can 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.

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.

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.

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 that is expected to lead to meaningful insights including the molecular drivers of disease.

In this regard, the Company continues to advance its internal target discovery initiatives through access to proprietary datasets, including

those available under its strategic data and commercialization agreements with the Lieber Institute for Brain Development (“LIBD”).

Company’s goal is to improve the odds of success at all stages of pre-clinical and clinical development for in-house programs and

for its strategic partners, collaborators, and customers.

The Company’s business model includes supporting clinical trial optimization

efforts for ongoing studies 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

The Company pursues its drug asset enhancement business by leveraging the powerful and proven bfLEAP™ AI/ML platform initially

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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

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

trial settings.

and Going Concern

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

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

As of December 31, 2025, the Company

has a cash balance of approximately $ 5.4 million.

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.

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.

During the year ended December 31, 2025,

the Company received net proceeds of approximately $ 2.6 million from the sale of its common stock pursuant to the Company’s At-The-Market

Sales Agreement with BTIG, LLC (the “ATM Agreement”).

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 statements.

This risk factor, as well as other 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 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.

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

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

The Company currently does not have commitments for future funding from any source.

The Company anticipates securing this additional

capital through various avenues including revenues from services, licensing agreements and collaborative arrangements within its

operating business and/or the selling of equity securities or entry into debt transactions.

Although management believes that such

funding sources will be available, including pursuant to the Company’s at-the-market common stock sales facility provided by

our ATM Agreement and pursuant to the Company’s equity line of credit facility provided by our purchase agreement with Lincoln

Park Capital Fund, LLC, there can be no assurance that any such arrangements will provide sufficient capital when needed to allow

the Company to continue its operations, or if available, be 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 capital expenditures or enter into arrangements on unfavorable terms.

The Company does not

currently have commitments for future funding from any source other than those noted above.

Furthermore, the issuance of additional

equity securities may be significantly dilutive to the Company’s current shareholders.

August 21, 2025, the Company received a letter from the listing staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the

Company was 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 the Company does not

currently meet.

In accordance with Nasdaq rules, the Company 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 the Company an extension until

February 17, 2026, to comply with Listing Rule 5550(b)(1).

On February 19, 2026, the Company received a further notice from Nasdaq

(the “February Letter”) notifying the Company that Nasdaq determined that the Company had not met the terms of the

The Company 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, the Company plans to present additional details of the Company’s Plan and

provide an update on its efforts to regain compliance.

The Company will also request additional time to complete the steps of its

Plan and regain compliance with all applicable Nasdaq Listing Rules.

There can be no assurance that the Panel will grant the

Company’s request for additional time to regain compliance with Nasdaq listing rules or that, if the Panel does grant the

Company’s request, the Company will be able to regain compliance with the applicable Nasdaq listing requirements.

Company’s common stock and warrants are delisted, it would be more difficult to buy or sell the Company’s common stock

and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a

material decline.

Delisting could also impair the Company’s ability to raise capital.

February 10, 2026, the Company received a letter from Nasdaq notifying the Company that, for the last 30 consecutive business days, the

closing bid price for the Company’s 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 the Company’s Common Stock and tradeable warrants.

As such, the Company’s Common Stock

will continue to trade on the Nasdaq Capital Market under the symbol “BFRG,” and its 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), the Company

is 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 the Company’s

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 the Company written confirmation

of compliance, and the matter will be closed.

If the Company does not regain compliance during the initial 180-calendar day compliance

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

If the Company does not regain compliance

within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s listed securities

will be subject to delisting.

The Company would thereafter have the right to appeal a determination to delist the Company’s securities,

and the Company’s securities would remain listed on the Nasdaq Capital Market until the completion of the appeal process.

intends to monitor the closing bid price of its Common Stock and assess potential options to regain compliance with Nasdaq’s Listing

While the Company plans to review all available options, there can be no assurance that the Company will regain compliance with

the Minimum Bid Price Requirement during the compliance period, secure a second 180-day period to regain compliance with the Minimum

Bid Price Requirement, or maintain compliance with the other Nasdaq listing requirements.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates

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and transactions have been eliminated in consolidation.

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.

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

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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.

to, revenue recognition, stock-based compensation, allowances for doubtful accounts, recoverability of deferred tax assets, valuation

of the Company’s equity investment, and certain other accrued liabilities.

Actual results could differ from these estimates.

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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.

Segment profit or loss is measured as the Company’s net income (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.

the Company did not generate revenues in 2024, the CODM assessed Company performance through the achievement of target identification

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.

CODM assesses Company performance through the achievement of revenue, cost optimization, and target identification goals.

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.

Company recognizes revenue based on the following five step model:

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This step specifies how that should happen.

Contract Services

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.

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.

Company anticipates that the majority of its revenues that may be recognized will result from discovery and monetization of new drug

targets and intellectual property from data use partnerships focused on analysis of rich proprietary datasets.

The target market for

monetization will primarily be mid-size to large biopharmaceutical organizations seeking to build their new drug target pipeline through

collaboration agreements with companies such as BullFrog.

A secondary revenue channel is fee-for-service partnerships and collaborations

with biopharmaceutical companies and other organizations of all sizes that have challenges analyzing data throughout the drug development

The Company provides customers 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.

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 related to such agreements in either cash, the equity of its partners, 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.

Company currently has a single investment in equity securities issued by a privately held entity.

The Company entered into a strategic

collaboration agreement and received such equity securities as remuneration for services rendered.

The Company has elected to account

for this investment using the measurement alternative as the investment does not have a readily determinable fair value.

this alternative, the investment will be carried at its estimated fair value calculated as its cost minus any impairment.

will adjust the investment to fair value only when it identifies observable price changes in orderly transactions for identical or similar

investments of the same issuer.

The Company will evaluate the investment at each reporting period to determine whether the investment

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:

The Company has elected to account for its single investment

using the measurement alternative and it is considered a financial instrument accounted for at fair value on a non-recurring basis.

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

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

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

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

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

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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.

and Cash Equivalents and Concentration of Credit Risk

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

and Cash Equivalents, Restricted Cash, and Concentration of Credit Risk

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.

cash represents cash balances that are legally or contractually restricted as to withdrawal or usage.

These amounts are not available

for general operating purposes and are maintained in separate accounts or otherwise designated for specific uses.

Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable.

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is periodically reviewed by senior management.

of sales is comprised of royalties and the cost of outsourced services provided to the Company related to customer service contracts.

and Equipment

following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets

that sum to the total of the same amounts shown in the consolidated statements of cash flows:

of Reconciliation of Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents

Restricted cash

Total cash and cash

equivalents and restricted cash in the consolidated statements of cash flows

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 Equipment, net

and equipment are stated at cost.

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Company follows the policy of charging the costs of advertising to expense as incurred.

income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss, credit carryforwards,

income tax assets and liabilities are determined based on the estimated future tax effects of net operating losses, credit carryforwards,

and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at

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Forfeitures are recognized as they occur.

Loss per Share

Company calculates basic net loss per common share by dividing the net loss available to common stockholders by the weighted-average

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excluded from the calculation of diluted net loss per common share as their effect would be antidilutive.

Recent Accounting

Pronouncements

Accounting Pronouncements

January 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic

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reportable segment are subject to both new and existing reporting requirements under Topic 280.

See the Segment Reporting section

within Note 2 .

The adoption of this guidance did not

result in a material effect on the Company’s financial statements.

See the Segment Reporting section within Note 2 .

December 2023, the FASB issued ASU No.

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.

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.

does not affect recognition or measurement in the Company’s consolidated financial statements.

For comparative purposes, the Company

elected to present its 2024 income tax disclosures in this new manner, but the adoption of this guidance did not result in a material

effect on the Company’s financial statements.

See Note 9, Income Taxes.

July 2025, the FASB issued ASU No.

2025-05 which amends Topic 326.

Specifically, the ASU provides a practical expedient whereby an entity

can assume that current conditions as of the balance sheet date will not change for the remaining life of the asset (e.g., the accounts

This guidance is effective for the Company’s fiscal year ending December 31, 2026 and can be adopted early.

is in the process of evaluating the effects of this guidance on its consolidated financial statements.

September 2025, the FASB issued ASU No.

2025-07 which, among other things, provides scope clarification for share-based noncash consideration

from a customer in a revenue contract.

Specifically, the ASU clarifies that share-based payments from customers in exchange for the transfer

of goods or services should be accounted for as noncash consideration within the scope of ASC 606 as opposed to as a derivative pursuant

to ASC 815 or as an equity security pursuant to ASC 321.

This guidance is effective for the Company’s fiscal year ending December

31, 2027 and can be adopted early.

The Company is in the process of evaluating the effects of this guidance on its consolidated financial

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.

Company’s sole investment is in the form of equity securities in a private entity.

The Company entered into a strategic collaboration

agreement and received such equity securities as remuneration for services rendered.

The investment is initially valued at approximately

$ 117,000 (see Note 6).

The Company has elected the measurement alternative and, accordingly, the investment is carried at its estimated

fair value calculated as its cost less any impairment charges until such time as there is evidence of an orderly transaction (see Note

As of December 31, 2025, no fair value adjustments have been recognized, nor have there been any impairment charges.

This investment

is considered a financial asset that is measured at fair value on a non-recurring basis.

Property and Equipment

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.

and equipment consisted of $ 8,744 of equipment at both December 31, 2025 and 2024 and accumulated depreciation of $ 6,219 and $ 4,494 as

of December 31, 2025 and 2024, respectively.

expense totaled $ 1,725 and $ 1,724 in the years ended December 31, 2025 and 2024, respectively.

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expenses consist of the following at December 31:

of Acrrued Expenses

Accured payroll and related

of Accrued Expenses

Accrued payroll and related

Accrued legal fees

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Accrued Board fees

Accrued research and development project costs

Accrued other expenses

Total Accrued expenses

Convertible Notes

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

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.

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.

Convertible Notes – Related Party

SAFE Agreement

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, 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.

2025, the Company had a collaboration agreement with a single customer, Eleison Pharmaceuticals, Inc.

(“Eleison”), for

contract services.

The collaboration agreement, which was entered into in February 2025 and designed to enhance clinical trial

efficacy, extract actionable insights from historical and ongoing data and improve strategic planning for Eleison’s oncology

pipeline, was deemed to have multiple deliverables with revenue to be recognized at the time each deliverable was completed.

exchange for the services provided, the Company was entitled to consideration in the form of cash or equity securities of the

customer or any combination at the customer’s sole discretion.

The Company received the initial payment in the second quarter

of 2025, representing 50% of the total consideration, in the form of equity securities of the customer valued at approximately

The remaining consideration, also valued at approximately $ 58,000 ,

was received in the form of equity securities of the customer following completion of the final deliverable in the third quarter of

The Company allocated the total proceeds to each of the separate deliverables on a relative basis based on the estimated

stand-alone selling price of each deliverable.

All deliverables were completed in the year ended December 31, 2025 and,

consequently, the Company recognized approximately $ 117,000

of revenue at the point in time that each deliverable was completed (see Note 3).

June 2025, the Company entered into a strategic collaboration with Sygnature Discovery (“Sygnature”), a UK-based contract

research organization specializing in drug discovery.

Under this collaboration, Sygnature will introduce BullFrog Data Networks™,

the Company’s proprietary AI-driven data insights platform powered by the bfLEAP™ engine, to Sygnature’s global biopharma

Any commercial terms for the marketing collaboration will be agreed by the parties in a subsequent agreement.

has not yet recognized any revenue under this collaboration.

Company currently has no other revenue agreements.

Additionally, the Company has no contract assets or contract costs at December 31,

Notes Payable

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.

February 2023, the Company entered into an agreement to finance a portion of the premium for its Directors and Officers Insurance.

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.

February 2024, the Company entered into an agreement to finance a portion of the premium for its directors and officers insurance policy

for the policy period of February 2024 through February 2025.

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

February 2025, 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.

policy for the policy period of February 2025 through February 2026.

The agreement provided for financing of $ 181,797 of the premium,

repayments in 10 equal monthly installments of $ 18,743 each through December 2025 and accrued interest at 6.70 %.

The note was repaid

in its entirety in 2025.

Stockholders’ Equity

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Company has 100,000,000 shares of common stock authorized at a par value of $ 0.00001 .

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 .

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).

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.

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.

April 2023, the Company issued 436,533 shares of common stock following the exercise of 436,533 warrants for proceeds of $ 1,494,658 .

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.

pre-funded warrants and 1,725,521 common warrants (each share of common stock or pre-funded warrant and common warrant, collectively,

the “Units”).

The Units were sold at a price of $ 3.782 and the sale was completed via an underwritten 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.

In conjunction with the transaction, the Company issued to the placement agent warrants to purchase an aggregate

of 90,428 shares of common stock.

The placement agent warrants have an exercise price of $ 4.16 and expire five years from issuance.

pre-funded warrants had an exercise price of $ 0.001 and were all exercised in their entirety in the first quarter of 2024.

October 2024, the Company received approximately $ 3.1 million of gross proceeds from the sale of (i) 862,602 shares of the Company’s

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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.

securities are excluded from the diluted earnings per share calculation when their effect is anti-dilutive.

The placement agent 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.

The pre-funded warrants

were exercised in their entirety in cashless exercise transactions as of March 31, 2025, pursuant to which 702,373 shares of common stock

April 2025, the Company entered into the ATM Agreement with BTIG, LLC, pursuant to which the Company may offer and sell, from time to

time in its sole discretion, shares of common stock having an aggregate offering price of $ 20.0 million through BTIG, as the Company’s

The Company is not obligated to make any sales of common stock under the ATM Agreement, and BTIG is not required to sell

any specific number or dollar amount of shares.

Subject to the Company’s request to sell shares of common stock, BTIG will use

commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such shares on the Company’s behalf.

The Company will pay BTIG a commission of 3 % of the gross sales price of any shares of common stock sold through BTIG under the ATM Agreement

and will reimburse BTIG for reasonable and documented out-of-pocket expenses incurred by BTIG, including the reasonable and documented

fees and disbursements of counsel to BTIG, subject to specified caps.

December 31, 2025, the Company received approximately $ 2.7

million of gross proceeds from the sale of 1,686,511

shares of the Company’s common stock under the ATM Agreement at an average price of approximately $ 1.59

In connection with these sales, the Company incurred expenses of approximately $ 229,000 ,

of which $ 15,000

remains unpaid at December 31, 2025.

As of December 31, 2025, approximately $ 17.3

million of capacity remains available under the ATM Agreement;

however, the amount the Company is permitted to raise in any 12-month

period is currently limited based on its public float pursuant to SEC General Instruction I.B.6 of Form S-3.

Accordingly, as of

December 31, 2025, the Company is limited to additional common stock sales of approximately $ 2.0

This amount is subject to adjustment based on increases in the Company’s public float.

September 2025, the Company 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 the Company’s common stock, subject to certain limitations.

The Company has the right, but not the obligation, to sell to Lincoln Park, and Lincoln Park is obligated to purchase up to $ 10.0 million

of the Company’s common stock.

Such sales 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 the Company’s 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

In connection with this agreement, the Company 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

securities are excluded from the diluted earnings per share calculation because their effect is anti-dilutive.

As of December 31, 2025,

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.

73,449 shares of preferred stock, 6,940,042 warrants, 738,785 options for shares of common stock, and 342,030 unvested RSUs were excluded

from the calculation of net loss per share.

As of December 31, 2024, 73,449 shares of preferred stock, 6,935,042 warrants, and 832,731

options for shares of common stock were excluded from the calculation of net loss per share.

the years ended December 31, 2025 and 2024, pre-funded warrants issued in 2020 as consideration for services of 274,286 and 430,108 ,

respectively, are included in the calculation of net loss per common share.

Equity Incentive Plan

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of the preceding fiscal year.

As of December 31, 2024, there are 150,682 awards authorized but unissued available under the Plan.

In October 2025, the Company’s stockholders approved an amendment to the Plan to increase the number

of shares available for issuance under the Plan by 750,000 .

As of December 31, 2025, there are 891,975 awards authorized but unissued

available under the Plan.

following table summarizes the stock option activity for the years ended December 31, 2025 and 2024:

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, 2023

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Vested at December 31, 2025

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:

fair value of options granted and modified in the years ended December 31, 2025 and 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

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expense of $ 28,666 .

December 2024, the Company modified stock option awards granted the former Chief Financial

December 2024, the Company modified stock option awards granted to the former Chief Financial

Officer by (i) accelerating the vesting of 31,103 unvested options, and (ii) extending the

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of December 31, 2025, the total unrecognized compensation expense related to unvested stock options was approximately $ 262,000 , which

the Company expects to recognize over a weighted-average period of approximately 1.4 years.

following table provides details over the Company’s outstanding warrants including those issued as consideration for services and

the Company expects to recognize over a weighted-average period of approximately 1.0 year.

the year ended December 31, 2025, the Company granted 342,030 restricted stock units (“RSUs”) with an average grant date

fair value of $ 1.27 .

The RSUs vest over a two-year 2 period.

During the year ended December 31, 2025, the Company recognized $ 72,396 of

compensation expense related to RSUs.

of December 31, 2025, the total unrecognized compensation expense related to unvested RSUs was approximately $ 362,000 , which the Company

expects to recognize over a weighted-average period of approximately 1.7 years.

the year ended December 31, 2025, the Company granted 168,465 shares of common stock with an average grant date fair value of $ 1.27 ,

all of which were fully vested at the grant date and all of which were issued prior to December 31, 2025.

During the year ended December

31, 2025, the Company recognized $ 213,951 of compensation expense related to the stock grants.

following table provides details of the Company’s outstanding warrants including those issued as consideration for services and

those issued in conjunction with transactions as of December 31, 2025:

of Outstanding Warrants

Exercise Price

Number of Warrants

$ 2.00 - $ 2.66

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Issued in Conjunction with Transactions

the year ended December 31, 2023, the Company issued the following warrants as part of the Company’s February 2023 IPO:

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,

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,

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.

non-tradable warrants with an exercise price of $ 8.125 and an expiration date 5 years from

As of December 31, 2024, 7,500 warrants have been exercised and 1,289,818 remain

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.

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.

the year ended December 31, 2024, the Company issued the following warrants as part of two secondary offerings:

the year ended December 31, 2024, the Company issued the following warrants as part of two equity

February 2024, 1,507,139 warrants with an exercise price of $ 4.16 per share and an expiration

1 unchanged sentence

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.

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.

with an exercise price of $ 4.16 per share and an expiration date 5 years from issuance pursuant

to the underwriters’ overallotment option.

As of December 31, 2025, 16,000 of these

warrants have been exercised and 1,709,521 remain outstanding.

As a result of this transaction,

90,419 warrants issued in connection with the Company’s 2023 initial public offering

(“IPO”) had their exercise prices reduced to $ 3.782 per share pursuant to an

anti-dilution provision in the warrants resulting in a deemed dividend of $ 16,774 .

February 2024, 478,429 pre-funded warrants with an exercise price of $ 0.0001 per share.

such pre-funded warrants were exercised in 2024.

February 2024, 90,428 warrants with an exercise price of $ 4.16 per share and an expiration

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December 31, 2025, none of these warrants have been exercised.

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.

October 2024, 62,600 warrants with an exercise price of $ 2.00 and an expiration date 5.5

years from issuance to the underwriters.

As a result of this transaction,

90,419 warrants issued in connection with the Company’s 2023 IPO had their exercise

prices further reduced to $ 2.00 per share pursuant to an anti-dilution provision in the warrants

resulting in a deemed dividend of $ 28,211 .

October 2024, 702,398 pre-funded warrants with an exercise price of $ 0.0001 per share.

pre-funded warrants were exercised in their entirety in cashless exercise transactions as

of March 31, 2025, pursuant to which 702,373 shares of common stock were issued.

October 2024, 62,600 warrants with an exercise price of $ 2.00 per share and an expiration

date 5.5 years from issuance to the placement agent.

The warrants were valued at approximately

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of Warrant Activity

Number of Warrants

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding at December 31, 2023

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certain warrants.

of December 31, 2024, there was no unrecognized compensation expense as no unvested warrants remain.

of December 31, 2025, there was $ 2,771 of unrecognized compensation expense related to certain warrants, which the Company expects to

recognize over a weighted-average period of approximately 0.6 years.

total grant-date fair value of warrants vested during the year ended December 31, 2025 was approximately $ 1,979 .

income taxes reflect the net tax effects of net operating loss, credit carryforwards, and temporary differences between the carrying

income taxes reflect the net tax effects of net operating losses, 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.

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Deferred tax assets:

Net operating losses

Capitalized research and development

Net operating

Capitalized research and

Stock-based compensation

Total deferred tax assets

Valuation allowance

( 5,483,613 )

2 unchanged sentences

Deferred tax liabilities:

Property and equipment

and equipment

Total deferred tax liabilities

Net deferred tax asset / (liability)

Net deferred tax asset

/ (liability)

of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain.

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The state gross net operating loss begins to expire in 2043.

of some of the federal and state net operating loss carryforwards are subject to annual limitations due to the “change in ownership”

of some of the federal and state net operating loss carryforwards is subject to annual limitations due to the “change in ownership”

provisions of the Internal Revenue Code of 1986 and similar state provisions.

4 unchanged sentences

of the Company’s net deferred tax assets will not be realized.

All or portion of the remaining valuation allowance may be reduced

All or a 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.

required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets

in the “change in valuation allowance” line of the rate reconciliation.

The following table presents a reconciliation of

the total change in the valuation allowance:

Schedule of Change in the Valuation Allowance

Beginning balance

Change charged to income

Ending balance

Company has incurred net operating losses since inception and it did not have unrecognized tax benefits as of December 31, 2025 and 2024,

9 unchanged sentences

and research credit carryovers, substantially all the Company’s tax years remain open to examination.

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:

tax provision (benefit) related to continuing operations differs from the amounts computed by applying the statutory income tax rate

of 21% to pretax loss as follows:

Effective Income Tax Rate of Income Tax Expense

Federal statutory tax rate

Stock-based compensation

$ ( 1,364,594 )

$ ( 1,468,666 )

Change in valuation allowance

Stock-based compensation

Income tax expense

Material Agreements

Technology License

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.

February 2018, the Company entered into an exclusive, world-wide, royalty-bearing license with JHU-APL (the “2018 License Agreement”).

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 2018 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 IPO and subsequent financings.

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

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.

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 .

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

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.

to enhance the bfLEAP™ platform (the “2022 License Agreement”).

The new license provides additional intellectual property

rights including patents, copyrights, and know-how to be utilized under the Company’s bfLEAP™ analytical AI/ML platform.

This 2022 License Agreement supersedes the previous 2018 License Agreement.

In consideration for entering into the new license, the Company

issued 39,879 shares of common stock to JHU-APL.

Under the terms of the 2022 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 decline to 25 %

based on revenues.

In addition, under the 2022 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, all of which are creditable by royalties.

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.

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.

The financial terms of the new license agreement replaces the original terms

within the 2018 License Agreement and are not duplicative.

May 2023, the Company and JHU-APL entered into Amendment Number 1 of the 2022 License Agreement whereby the Company gained access to

certain improvements including additional patents and know-how in exchange for a series of payments totaling $ 275,000 .

The first of these

payments for $ 75,000 was paid in July 2023, the second of these payments for $ 75,000 was paid in June 2025, and the remaining payments

of $ 75,000 and $ 50,000 are due in 2026 and 2027, respectively.

The amendment also reduced the 2023 minimum annual royalty payment from

$ 80,000 to $ 60,000 ;

all other financial terms remained the same.

of December 31, 2025, the Company has accrued the entire $ 300,000 minimum annual royalty but the entire balance remains uninvoiced and

unpaid as of the date of this filing.

Additionally, the Company has accrued $ 43,750 of the $ 75,000 annual license fee due in June 2026.

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

Washington University - Beta2-spectrin siRNA License

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.

for rights to use siRNA targeting Beta2-spectrin in the treatment of human diseases, including hepatocellular carcinoma.

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.

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.

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;

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 as 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 fees 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 a new drug application (“NDA”)

Food and Drug Administration and commercialization.

As of December 31, 2025, there has been no accrual for royalties since

the Company has not begun to generate applicable revenue;

however, the Company has accrued the $ 20,000 license maintenance fees for 2025.

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.

17 unchanged sentences

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.

license agreement, JHU received a staggered upfront license fee of $ 250,000 , with $ 50,000 paid in 2022 and the remaining balance of $ 200,000

paid in 2023.

The Company will also reimburse JHU for previously incurred and ongoing patent costs.

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.

Hopkins University – Mebendazole Prodrug License

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, the accrued expense balance related to this license agreement was $ 20,000 , which was paid

in January 2025.

In the year ended December 31, 2025, the Company accrued and paid the royalty fee of $ 30,000 .

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.

Hopkins University – Prodrug License

October 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU and the Institute of Organic Chemistry

5 unchanged sentences

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.

JHU and IOCB received a staggered upfront license fee of $ 100,000 and the Company reimbursed JHU and IOCB for previously incurred patent

Under the terms of the license agreement, JHU and IOCB will be entitled to a 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, 2025 and 2024, 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 will expense the license fee and development

costs until commercial viability is likely.

Institute for Brain Development Partnership

September 2023, the Company entered into a Data Use and Technology Partnership Agreement (the “Data Use Agreement”) and a

related Memorandum of Understanding (“MOU”) with the Lieber Institute for Brain Development (“LIBD”), a nonprofit

medical research organization focused on mental health disorders.

The partnership is intended to combine LIBD’s proprietary brain-related

datasets with the Company’s AI/ML capabilities to support drug discovery and development

the Data Use Agreement, LIBD granted the Company a limited, royalty-free, non-transferable license to access and use certain curated

LIBD datasets solely for the application of AI/ML to drug development, excluding diagnostic uses.

The license was exclusive for an initial one-year term beginning upon receipt of the first significant tranche of data and was subsequently

The Company is responsible for all costs associated with the development plan and is required to provide LIBD with the resulting

deliverables upon completion of the exclusivity period.

Pursuant to the MOU, the Company entered into a Commercial Agreement with LIBD governing the potential commercialization of products or services derived from

Under the proposed structure, LIBD would receive royalties on net sales and a percentage of sublicense revenue, with rates

varying based on the source of commercialization.

The Company has also agreed to provide LIBD with any such products or services free

of charge for LIBD’s internal research use.

Commitments and Contingencies

6 unchanged sentences

statements are issued.

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.

February 2025, the Company announced its entry into a collaboration agreement with Eleison Pharmaceuticals Inc.

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.

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.

March 2025, the Company anticipates making a severance payment to a former employee for approximately $ 45,000 .

to the year ended December 31, 2025, the Company continued to raise capital through sales of shares of its common stock under its

ATM Agreement.

Subsequent to December 31, 2025, the Company received approximately $ 0.9

million of net proceeds from the sale of 976,204

shares of the Company’s common stock at an average price of approximately $ 0.90

Consequently, as of the date of this filing, approximately $ 16.4 million

of capacity remains available under the ATM Agreement;

however, the amount the Company is permitted to raise in any 12-month period

is currently limited based on its public float pursuant to SEC General Instruction I.B.6 of Form S-3.

Accordingly, as of the date of

this filing, the Company is limited to additional common stock sales of approximately $ 1.1

million under the ATM facility.

to the year ended December 31, 2025, the Company raised capital through its purchase agreement with Lincoln Park.

In January 2026, the

Company received proceeds of approximately $ 218,000 from the sale of 270,000 shares at an average price of approximately $ 0.81 per share.

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 9A. Controls and Procedures