BullFrog AI Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. The design of any disclosure controls and procedures is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. We conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 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 10-K. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within our Company have been detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk. Management 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. 44 Remediation of Previously Reported Material Weaknesses As previously disclosed, management identified material weaknesses in its internal controls over financial reporting at December 31, 2023 which continued to be unremediated as of December 31, 2024. Specifically, Management noted the Company did not properly document, implement or operate a system of effective internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. As of December 31, 2025, management implemented the following improvements to its internal controls over financial reporting. Namely, the Company: ● transitioned its day-to-day accounting processes to an external firm including automating its vendor payments; ● completed the transfer of the overall accounting process to an enterprise type accounting platform; ● reviewed the design and effectiveness of our controls including the creation of an annual risk assessment and ongoing monitoring activities; and ● evaluated all internal and external resources to ensure they are appropriate for the level and complexity of our current operations, including the hiring of a Corporate Controller in 2024. Management 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. Changes in Internal Control Over Financial Reporting Other 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. ITEM 9B. OTHER INFORMATION Insider Trading Plans During 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 45 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Executive Officers and Directors The following table sets forth the name, age and position of each of our executive officers, key employees and directors. Name Age Position(s) Executive Officers: Vininder Singh 58 Chief Executive Officer and Director Josh Blacher 54 Chief Financial Officer Non-Executive Directors: R. Donald Elsey 73 Director and Chair of Audit Committee William Enright 63 Director and Chair of Compensation Committee Jason D. Hanson 58 Director and Chair of Nominating and Corporate Governance Committee Vininder (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 2020, he formed BullFrog AI Holdings, Inc., and BullFrog AI Inc. became a wholly owned subsidiary designated as the holder of core intellectual property. Mr. 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 machine learning/AI to enable drug development, Next Healthcare Inc., a personalized diagnostics and adult cell banking service, and MaxCyte Inc. (NASDAQ: MXCT), a cell therapy company. He was also an executive at GlobalStem Inc. and ThermoFisher Scientific, leading their global cell therapy services business. Mr. 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. 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 and his extensive experience in the science and biotechnology industries and in the management of startup companies. Josh Blacher has been the Chief Financial Officer of BullFrog AI Holdings, Inc. since December 2024. Mr. Blacher has served as an employee of Danforth Advisors since September 2022, where he has worked as a Chief Financial Officer in a consulting capacity for a number of life sciences companies as well as Managing Partner of Columbus Circle Capital LLC since August 2019. In his capacity as a consultant of Danforth, he has served as Chief Financial Officer of Predictive Oncology since September 2023 as well as 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. Prior to his tenure at Columbus Circle Capital, Mr. Blacher served as Chief Business Officer at InMed Pharmaceuticals (Nasdaq: INM) from April 2018 to August 2019, as Chief Financial Officer of Therapix Biosciences (Nasdaq: TRPX) from April 2017 to April 2018, and as Chief Financial Officer at Galmed Pharmaceuticals (Nasdaq: GLMD) from October 2014 to March 2017. Earlier in his career, Mr. Blacher served in senior capacities at Teva Pharmaceuticals, Deutsche Asset Management and Morgan Stanley. Mr. Blacher holds a Bachelor of Arts from Yeshiva University and an M.B.A. from Columbia Business School. R. Don Elsey has been a director and chair of the Audit Committee of our board since February 14, 2023. Mr. Elsey was the CFO of Lyra Therapeutics from 2019 until his retirement in December 2020. Previously, from February 2015 to February 2019, Mr. Elsey served as Chief Financial Officer at Senseonics, Inc., a medical device company. From May 2014 until February 2015, Mr. Elsey served as Chief Financial Officer of Regado Biosciences, Inc., a biopharmaceutical company. From December 2012 to February 2014, Mr. Elsey served as Chief Financial Officer of LifeCell Corporation, a privately held regenerative medicine company. Mr. Elsey previously served as the chair of the Audit Committee and member of the Board of Directors of OpGen, Inc., a precision medicine company. Mr. Elsey holds a B.A. in economics and an M.B.A. in finance from Michigan State University. We believe that Mr. Elsey is qualified to serve as a member of our board of directors because of his extensive professional experience in science and biotechnology companies. William “Bill” Enright has been a director and chair of the Compensation Committee of our board since February 14, 2023. He is 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: BRNS), which he helped take public in April 2021. Prior to Barinthus, Mr. Enright spent more than ten years at Altimmune (NASDAQ: ALT) as a Director, President & Chief Executive Officer, moving multiple programs into clinical testing, completing several acquisitions, and eventually taking the company public. Prior to joining Altimmune, Mr. Enright spent six years with GenVec, Inc. (acquired by Precigen) with increasing responsibilities, culminating as Head of Business Development. 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. (acquired by Thermo-Fisher), working in various senior level licensing, business management, manufacturing and research roles. Mr. Enright received a Master of Arts in Molecular Biology from SUNY at Buffalo and a Master of Science in Business Management from Johns Hopkins University. We believe that Mr. Enright is qualified to serve as a member of our board of directors because of his extensive professional experience in life science/biotech companies and in the management of public companies. 46 Jason Hanson has served as a director and chair of the Nominating and Corporate Governance Committee since February 14, 2023. Mr. Hanson served as Chief Executive Officer and as a Director of enGene Inc. from July 2018 to July 2024. He also served as President of enGene Inc. from July 2018 to December 2022. Mr. Hanson effectively 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 a member of the Ohana Board of Directors and consultant to Ohana from November 2017 to June 2018. Mr. Hanson previously served as Executive Vice President and Chief Strategy Officer for NuVasive, Inc. from November 2015 to August 2016. Mr. Hanson served as Corporate Vice President of General Electric Company and member of the senior executive team of GE Healthcare, a global pharmaceutical, medical device and healthcare services business from May 2014 to October 2015. In January 2013, Mr. Hanson served as Company Group Chairman and Executive Vice President of Valeant Pharmaceuticals International, Inc. (now Bausch Health Companies Inc.). Previously, he served in various roles at Medicis Pharmaceutical Corporation, including as Executive Vice President and Chief Operating Officer between July 2006 and December 2012. Mr. Hanson also served in numerous roles at GE Healthcare, including General Counsel roles, from April 1999 to July 2006. Mr. Hanson holds a B.S. from Cornell University and a J.D. from Duke University School of Law. We believe that Mr. Hanson is qualified to serve as a member of our board of directors because of his extensive professional experience in science and biotechnology companies. Role of Board of Directors in Risk Oversight Process The board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The information set forth in Item 1C is incorporated herein by reference. Director Independence Messrs. Elsey, Enright and Hanson, three members of our Board of Directors, are independent using the definition of independence under Nasdaq Listing Rule 5605(a)(2) and the standards established by the SEC. Committees of our Board Audit Committee Our audit committee consists of Don Elsey, William Enright and Jason Hanson, with Mr. Elsey serving as chair. Our board of directors has affirmatively determined that each meets the definition of “independent director” under the rules of The Nasdaq Capital Market, and that they 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. The audit committee is appointed by the board of directors to assist the board of directors in its duty to oversee the Company’s accounting, financial reporting, and internal control functions and the audit of the Company’s financial statements. The role of the audit committee is to oversee management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence, the performance of the Company’s internal audit function, and the Company’s compliance with legal and regulatory requirements. The audit committee met five times in 2025. 47 Compensation Committee Our compensation committee consists of William Enright, Don Elsey and Jason Hanson, with Mr. Enright serving as chair. Our board of directors has adopted a written charter for the compensation committee, which can be found on our website at https://ir.bullfrogai.com/corporate-governance/governance-documents. The compensation committee is responsible for reviewing and recommending, among other things: ● the adequacy and form of compensation of the board; ● the compensation of the Chief Executive Officer, including base salary, incentive bonus, stock option and other grant awards, and benefits upon hiring and on an annual basis; ● the compensation of other senior management upon hiring and on an annual basis; and ● the Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our board of directors, when necessary. The compensation committee met two times in 2025. Nominating & Corporate Governance Committee Our nominating and corporate governance committee consists of Jason Hanson, William Enright and Don Elsey, with Mr. Hanson serving as chair. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which can be found on our website at https://ir.bullfrogai.com/corporategovernance/governance-documents. The nominating and corporate governance committee is responsible for, among other things: ● developing criteria for membership on the board of directors and committees; ● identifying individuals qualified to become members of the board of directors; ● recommending persons to be nominated for election as directors and to each committee of the board of directors; ● annually reviewing our corporate governance guidelines; and ● monitoring and evaluating the performance of the board of directors and leading the board in an annual self-assessment of its practices and effectiveness. The nominating and corporate governance committee met one time in 2025. Term of office All directors hold office until the next annual meeting of the stockholders of the company and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of our Board. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, employees and persons performing similar functions. Our code of ethics can be found at https://ir.bullfrogai.com/corporate-governance/governance-documents. Clawback Policy The 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. 48 Family Relationships There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities. Involvement in Certain Legal Proceedings Our directors and executive officers have not been involved in any of the following events during the past ten years: 1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Section 16(a) Beneficial Ownership Compliance Based solely upon a review of copies of such forms filed on Forms 3, 4 and 5, and amendments thereto furnished to us, we believe that as of the date of this Report, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements, except for one Form 4 by each of Messrs. Elsey, Enright and Hanson concerning the annual grant of stock options in September 2024. Nomination Process As of December 31, 2025, we did not affect any material changes to the procedures by which stockholders may recommend nominees to the Board of Directors. Insider Trading Policies We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policy is attached as an exhibit to this Annual Report on Form 10-K. 49 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth all plan and non-plan compensation for the last two fiscal years paid to individuals who served as the Company’s principal executive officers and the Company’s two other most highly compensated executive officers serving as executive officers at the end of the last completed fiscal year, as required by Item 402(m)(2) of Regulation S-K of the Securities Act. We refer to these individuals collectively as our “named executive officers.” Name and Principal Position Year Salary Bonus Stock Awards [1] Option Awards All Other Compensation Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings Total Compensation Vininder Singh 2025 $ 400,000 $ - $ 288,637 $ 129,000 $ 347 [2] $ - $ - $ 817,984 Chief Executive Officer and Director 2024 $ 400,000 $ - $ - $ 230,680 $ - $ - $ - $ 630,680 Josh Blacher 2025 $ 235,069 $ - $ 19,051 $ - $ - $ - $ - $ 254,120 Chief Financial Officer 2024 $ 10,631 $ - $ - $ - $ - $ - $ - $ 10,631 [1] Represents annual value of stock grants and RSU grants issued during fiscal year 2025 under our 2022 Equity Incentive Plan. [2] Comprised of amounts relating to employer-sponsored group term life insurance and benefit provided by interest-free loan. Employment Agreements On May 16, 2022, we entered into an employment agreement with Vininder Singh, pursuant to which he received an annual base salary of $400,000, which is subject to bi-annual review by the Company. Mr. Singh is also eligible for an annual bonus based on the achievement of certain goals and performance criteria established by the Board. Mr. Singh’s target annual bonus for the fiscal years ended 2022 through 2025 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. Mr. Singh will also be eligible to participate in the Company’s stock incentive plan, subject to Board approval. The agreement with Mr. Singh shall continue until either his resignation, termination for cause by the Company, or death or disability of Mr. Singh. Consulting Agreements On December 12, 2024, the Board of Directors appointed Josh Blacher to serve as the Company’s Chief Financial Officer. In such capacity, Mr. Blacher will serve as the principal financial officer and principal accounting officer of the Company. Mr. Blacher provides services to the Company as an independent contractor pursuant to a master services agreement entered into on December 13, 2024 (the “Consulting Agreement”) by the Company and Danforth Advisors, LLC (“Danforth”). Pursuant to the Consulting Agreement, 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. Mr. 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. 50 Director Compensation The following table summarizes the compensation paid to our executive and non-executive directors during the year ended December 31, 2025. Name Fees Earned or Paid in Cash [1] Stock Awards [2] Option Awards [3] All Other Compensation Nonequity Incentive Plan Compensation Nonqualified Deferred Compensation Earnings Total Compensation Vininder Singh [4] $ - $ - $ - $ - $ - $ - $ - R. Donald Elsey $ 45,000 $ 10,824 $ 16,500 $ - $ - $ - $ 72,324 William Enright $ 45,000 $ 10,824 $ 16,500 $ - $ - $ - $ 72,324 Jason D. Hanson $ 45,000 $ 10,824 $ 16,500 $ - $ - $ - $ 72,324 [1] Represents cash compensation for service as a director and as chair of a board committee during the fiscal year 2025. [2] Represents annual value of stock grants and RSU grants issued during fiscal year 2025 under our 2022 Equity Incentive Plan. [3] Represents annual value of stock options issued during fiscal year 2025 under our 2022 Equity Incentive Plan. [4] Mr. Singh did not receive additional compensation for his service as a director of our Company during the fiscal year 2025. Pension, Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that equity awards may be granted at the discretion of the Board or a committee thereof. Indebtedness of Directors, Senior Officers, Executive Officers and Other Management None of our directors, executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding. Equity Compensation Plans In November 2022, our Board of Directors and shareholders adopted the 2022 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, we are authorized to grant options and other equity awards to officers, directors, employees and consultants. The exercise price of each share of common stock purchasable under an award issued pursuant to the Plan shall be determined by our compensation committee, in its sole discretion, at the time of grant, but shall not be less than 100% of the fair market value of such share of common stock on the date the award is granted, subject to adjustment and conditions further described in the Plan. Our compensation committee shall also have sole authority to set the terms of all awards at the time of grant. 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. 51 Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2025. This table includes unexercised and unvested options and equity awards. Outstanding Equity Awards as of December 31, 2025 Option Awards Stock Awards Name Date of Grant Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexerciseable (1) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares of stock that have not vested (#) Market value of shares of stock that have not vested ($) (2) Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (2) Vininder Singh 1/18/2024 52,930 26,070 - $ 3.89 1/18/2034 - - - - Vininder Singh 1/28/2025 25,000 50,000 - $ 2.26 1/28/2035 - - - - Vininder Singh 8/22/2025 - - - - - 152,273 $ 134,427 - - Josh Blacher 8/22/2025 - - - - - 10,050 $ 8,872 - - (1) The standard vesting schedule for all stock option grants is vesting over two years with one-third vesting on the date of grant, one-third vesting on the first anniversary of the date of grant, and one-third vesting on the second anniversary of the date of grant. (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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 1, 2026 by: ● each of our named executive officers; ● each of our directors; ● all of our current directors and executive officers as a group; and ● each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of March 1, 2026, pursuant to the exercise of options or warrants, vesting of common stock or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 12,664,387 shares of common stock issued and outstanding as of March 1, 2026. 52 Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated, the address of each of the persons shown is c/o BullFrog AI Holdings, Inc., 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878. Name of Beneficial Owner Common Stock Beneficially Owned Percentage of Common Stock Directors and Officers: Vininder Singh Chief Executive Officer and Director (1) 2,496,446 19.51 % Josh Blacher Chief Financial Officer (2) 4,950 * R. Donald Elsey (3) 57,813 * William Enright (4) 62,813 * Jason D. Hanson (3) 57,813 * All officers and directors as a group (6 persons) 2,679,835 20.68 % Beneficial owners of more than 5% Tivoli Trust (5) 904,391 6.69 % * Less than 1% (1) Comprised 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 4,950 shares of common stock. (3) Comprised 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. 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. Securities Authorized for Issuance under Equity Compensation Plans General . In November 2022, our Board of Directors adopted our 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was submitted to our stockholders for approval. Our 2022 Plan became effective immediately on adoption. Our 2022 Plan replaces our previous incentive plan. However, awards outstanding under our previous incentive plan will continue to be governed by their existing terms. Share Reserve . The number of shares of our common stock originally available for issuance under our 2022 Plan was 900,000 shares. Notwithstanding the number of shares available for issuance, on the first day of each year commencing January 1, 2023, or the first business day of the calendar year if the first day of the calendar year falls on a Saturday or Sunday, the number of shares eligible for awards under the 2022 Plan will automatically increase to an amount equal to 15% of the total number of shares of common stock outstanding as of December 31 st of the preceding fiscal year. Accordingly, as of January 1, 2026, there were 1,237,732 shares available for issuance under the 2022 Plan. The 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 Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 1,056,530 (1) $ 3.53 891,975 Equity compensation plans not approved by security holders 693,176 $ 1.59 0 Total 1,749,706 $ 2.58 891,975 (1) Includes 342,030 outstanding restricted stock units for which there is no exercise price. (2) Includes the weighted-average exercise price of stock options and warrants only. 53 Policies and Practices Related to the Grant of Certain Equity Awards We 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Other than with respect to compensation arrangements, including employment and indemnification arrangements discussed in this Annual Report on Form 10-K, there have been no transactions since January 1, 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 year-end for the last two completed fiscal years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. In 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. Policies and Procedures for Related Party Transactions For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which we and any related person are, were or will be participants in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director, or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of business conduct and ethics, our employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, our audit committee, or other independent body of our Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to: ● the risks, costs and benefits to us; 54 ● the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; ● the availability of other sources for comparable services or products; and ● the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our Board of Directors, determines in the good faith exercise of its discretion. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The following table summarizes the fees billed by M&K CPAs for the fiscal years ended December 31, 2025 and 2024, inclusive of out-of-pocket expenses. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). Year Ended December 31, Fee Category 2025 2024 Audit fees (1) $ 82,250 $ 44,725 Audit-related fees (2) 25,250 26,820 Tax fees (3) - - All other fees (4) - - Total fees $ 107,500 $ 71,545 (1) Audit fees consist of fees for professional services rendered in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements and consultations on accounting matters directly related to the audit. (2) Audit-related fees consist of fees for professional services rendered in connection with submissions of Registration Statements on Form S-1 or Form S-3 for our initial public offering and subsequent financings. (3) Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. (4) All other fees consist of fees related to engagement administration. 55 PART IV Item 15. Exhibits, Financial Statement Schedules a) Financial Statements For a list of the consolidated financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this Annual Report, which is incorporated into this Item by reference. b) Exhibits Exhibit No. Description 1.1 Underwriting Agreement between the Company and WallachBeth Capital LLC dated January 31, 2024, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 1.2 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. 3.1 Amended and Restated Articles of Incorporation of BullFrog AI Holdings, Inc. incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 3.2 Bylaws of BullFrog AI Holdings, Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 3.3 Amendment 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). 4.1 Form of BullFrog AI Holdings, Inc. Common Stock certificate, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 19, 2022. 4.2 Form of Common Stock Purchase Warrant to be issued to Holders of the Registrant’s Convertible Promissory Notes, incorporated by reference to Exhibit 4.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.3 Form of Warrant Agent Agreement for the Warrants to be issued as part of the Units to be sold in the Offering, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023. 4.4 Form of (Tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement, incorporated by reference to Exhibit 4.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.5 Form of (Non-tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement, incorporated by reference to Exhibit 4.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 4.6 Form of Pre-Funded Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.7 Form of Representative Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.8 Form of Warrant Agency Agreement, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.9 Form of Common Stock Purchase Warrant issued February 5, 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024. 4.10 Form of Pre-Funded Warrant issued to the investor party thereto on October 21, 2024 incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 56 4.11 Form of Common Warrant issued to the investor party thereto on October 21, 2024 incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 4.12 Form of Placement Agent Warrant issued to WallachBeth Capital, LLC on October 21, 2024, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 4.13 Description of Securities, 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. 10.1 Acquisition Agreement with BullFrog AI, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.2 Advisor Agreement between the Company and Greentree Financial Group, Inc. incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.3 Consulting Agreement between the Company and Garrett Newman incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.4 Employment Agreement with Vininder Singh incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.5 Patent License Agreement between the Company and George Washington University, dated January 14, 2022 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.6 Exclusive License Agreement between the Company and Johns Hopkins University, dated February 22, 2022 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.7 License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated July 8, 2022 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.8 License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated February 7, 2018 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.9 License Agreement between the Company and Johns Hopkins University (JHU) and the Institute of Organic Chemistry and Biochemistry (IOCB) of the Czech Academy of Sciences, dated October 13, 2022 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023. 10.10 Amendment No. 1 to License Agreement between BullFrog AI, Inc. and the John’s Hopkins University Applied Physics Laboratory LLC dated June 1, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2023. 10.11 Data Use and Technology Partnership Agreement dated September 7, 2023 by and between the Company and the Lieber Institute for Brain Development (LIBD), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2023. 10.12 ** Commercial Agreement by and between the Company and the Lieber Institute for Brain Development dated October 13, 2023, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2023. 10.13 2022 Equity Compensation Plan, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2023. 57 10.14 Form of Indemnification Agreement between BullFrog AI Holdings, Inc. 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. 10.15 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. 10.16 Master Services Agreement, dated December 13, 2024, by and between the Company and Danforth Advisors, LLC, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2024. 10.17 Form of Securities Purchase Agreement, dated October 18, 2024, by and between the Company and the investor party thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 10.18 Form of Placement Agency Agreement, dated October 18, 2024, by and between the Company and WallachBeth Capital, LLC, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024. 10.19 Purchase 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). 10.20 Registration 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). 10.21 Amendment No. 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). 10.22 ● Form of Stock Grant Notice 10.23 ● Form of 2025 Refresh Restricted Stock Unit Award Agreement 14.1 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. 19.1 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. 21.1 ● List of significant subsidiaries of BullFrog AI Holdings, Inc. 23.1 ● Consent of M&K CPAS PLLC, an independent registered public accounting firm 31.1 ● Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2 ● Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1 ● Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C. Section 1350. 97.1 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. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ● Filed herewith. ** 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. ITEM 16. FORM 10-K SUMMARY None. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 19, 2026 BullFrog AI Holdings, Inc. By: /s/ Vininder Singh Vininder Singh Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Josh Blacher Josh Blacher Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date By: /s/ Vininder Singh Chief Executive Officer and Chairman (Principal Executive Officer) March 19, 2026 Vininder Singh By: /s/ Josh Blacher Chief Financial Officer (Principal Financial and Accounting Officer) March 19, 2026 Josh Blacher By: /s/ R. Donald Elsey Director March 19, 2026 R. Donald Elsey By: /s/ William Enright Director March 19, 2026 William Enright By: /s/ Jason D. Hanson Director March 19, 2026 Jason D. Hanson 59 BULLFROG AI HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm PCAOB ID: 2738 F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of BullFrog AI Holdings, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of BullFrog AI Holdings, Inc. (the “Company”) as of December 31, 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 as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the 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. Management’s plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Revenue Recognition Auditing 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. To 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. /s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2021. The Woodlands, Texas March 19, 2026 F- 2 BULLFROG AI HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS 2025 2024 December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 2,183,705 $ 5,435,983 Prepaid expenses and other assets 400,451 111,597 Total current assets 2,584,156 5,547,580 Restricted cash 105,000 - Property and equipment, net 2,525 4,250 Investments 116,670 - Total assets $ 2,808,351 $ 5,551,830 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 168,151 $ 435,934 Accrued expenses 503,871 152,156 Total current liabilities 672,022 588,090 Total liabilities 672,022 588,090 Stockholders’ equity: Series A Convertible Preferred stock, $ 0.00001 par value, 5,500,000 shares authorized; 73,449 shares issued and outstanding as of December 31, 2025 and 2024. 1 1 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. 114 91 Additional paid-in capital 25,427,838 21,757,204 Accumulated deficit ( 23,291,624 ) ( 16,793,556 ) Total stockholders’ equity 2,136,329 4,963,740 Total liabilities and stockholders’ equity $ 2,808,351 $ 5,551,830 The accompanying notes are an integral part of these consolidated financial statements. F- 3 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2025 2024 Year Ended December 31, 2025 2024 Revenue: Collaboration revenue $ 116,670 $ - Total revenue 116,670 - Cost of revenue: Cost of collaboration revenue 94,778 - Total cost of revenue 94,778 - Gross profit 21,892 - Operating expenses: Research and development 1,799,738 2,223,265 General and administrative 4,816,790 5,013,118 Total operating expenses 6,616,528 7,236,383 Loss from operations ( 6,594,636 ) ( 7,236,383 ) Other income (expense), net Interest expense ( 5,629 ) ( 18,158 ) Interest income 102,197 260,894 Total other income (expense), net 96,568 242,736 Net loss ( 6,498,068 ) ( 6,993,647 ) Deemed dividend related to warrant exercise price adjustment - ( 44,985 ) Net loss attributable to common stockholders $ ( 6,498,068 ) $ ( 7,038,632 ) Net loss per common share attributable to common stockholders - basic and diluted $ ( 0.63 ) $ ( 0.85 ) Weighted average number of shares outstanding - basic and diluted 10,337,073 8,245,353 The accompanying notes are an integral part of these consolidated financial statements. F- 4 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Shares Amount Shares Amount Capital Deficit Equity Series A Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2023 73,449 $ 1 6,094,644 $ 61 $ 12,347,098 $ ( 9,754,924 ) $ 2,592,236 Stock-based compensation - - - - 943,649 - 943,649 Issuance of common stock and warrants, net of issuance costs - - 2,109,694 21 8,315,665 - 8,315,686 Issuance of common stock pursuant to warrant exercises - - 908,801 9 105,807 - 105,816 Deemed dividend related to warrant price adjustment - - - - 44,985 ( 44,985 ) - Net loss - - - - - ( 6,993,647 ) ( 6,993,647 ) Balance at December 31, 2024 73,449 1 9,113,139 91 21,757,204 ( 16,793,556 ) 4,963,740 Stock-based compensation - - 168,465 2 1,010,629 - 1,010,631 Issuance of common stock pursuant to warrant exercises - - 302,386 3 ( 3 ) - - Issuance of common stock, net of issuance costs - - 1,686,511 17 2,452,516 - 2,452,533 Issuance of common stock as commitment fee in advance of equity transaction - - 147,682 1 207,492 - 207,493 Net loss - - - - - ( 6,498,068 ) ( 6,498,068 ) Balance at December 31, 2025 73,449 $ 1 11,418,183 $ 114 $ 25,427,838 $ ( 23,291,624 ) $ 2,136,329 The accompanying notes are an integral part of these consolidated financial statements. F- 5 BULLFROG AI HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 6,498,068 ) $ ( 6,993,647 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,725 1,724 Stock-based compensation 1,010,631 943,649 Non-cash consideration received pursuant to revenue agreements ( 116,670 ) - Changes in operating assets and liabilities: Prepaid expenses and other assets 11,185 34,285 Accounts payable ( 267,783 ) 332,278 Accrued expenses 336,715 71,462 Net cash used in operating activities ( 5,522,265 ) ( 5,610,249 ) Cash flows from investing activities: Net cash used in investing activities - - Cash flows from financing activities: Proceeds from sale of common stock from ATM, net of issuance costs 2,467,533 - Proceeds from issuance of common stock and warrants, net of issuance costs - 8,315,686 Proceeds from warrant exercises - 105,816 Issuance costs paid in advance of equity financing ( 92,546 ) - Proceeds from short term insurance financing 181,797 561,885 Payments on short term insurance financing ( 181,797 ) ( 561,885 ) Net cash provided by financing activities 2,374,987 8,421,502 Net (decrease) increase in cash and cash equivalents ( 3,147,278 ) 2,811,253 Cash and cash equivalents and restricted cash, beginning of period 5,435,983 2,624,730 Cash and cash equivalents and restricted cash, end of period $ 2,288,705 $ 5,435,983 Supplemental cash flow information: Cash paid for interest $ 5,629 $ 18,158 Cash paid for taxes - - Supplemental non-cash activity Issuance of common stock as commitment fee in advance of equity transaction $ 207,493 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 BULLFROG AI HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 1. Organization and Nature of Business Description of Business BullFrog AI Holdings, Inc. (“we”, “our” or the “Company”) was incorporated in the State of Nevada in February 2020. BullFrog AI Holdings, Inc. is the parent company of BullFrog AI, Inc. and BullFrog AI Management, LLC, which were incorporated in Delaware and Maryland, in 2017 and 2021, respectively. All the Company’s operations are currently conducted through BullFrog AI Holdings, Inc., which began operations 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. Most new therapeutics will fail at some point in preclinical or clinical development. These failures are the primary drivers for the high cost of developing new therapeutics. A major 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. AI/ML have emerged as a digital solution to help address this problem. The 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. The proprietary analytical platform utilizes both supervised and unsupervised machine learning. 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 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”). The 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 drugs. The Company pursues its drug asset enhancement business by leveraging the powerful and proven bfLEAP™ AI/ML platform initially developed at JHU-APL. The Company believes the bfLEAP™ analytics platform is a potentially disruptive tool for analysis of pre-clinical and clinical data sets, such as the robust pre-clinical and clinical trial datasets being generated in translational R&D and clinical trial settings. Liquidity and Going Concern The 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 $ 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. 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. F- 7 Accordingly, the Company will require additional capital to continue to execute its strategy. 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. On 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 extension. 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. If the 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. On 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. The Company intends to monitor the closing bid price of its Common Stock and assess potential options to regain compliance with Nasdaq’s Listing Rules. 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. F- 8 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of BullFrog AI Holdings, Inc. and its wholly owned subsidiaries and have been prepared in conformity with United States generally accepted accounting principles (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates include, but are not limited to, revenue recognition, stock-based compensation, allowances for doubtful accounts, recoverability of deferred tax assets, valuation of the Company’s equity investment, and certain other accrued liabilities. Actual results could differ from these estimates. Segment Reporting The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM is assisted in his responsibilities of making decisions regarding resource allocation and performance assessment by the leadership team, consisting of executives and vice presidents. The Company views its operations and manages its business as one operating segment, focused on advancing drug development using AI/ML to analyze complex data sets in medicine and healthcare. Segment profit or loss is measured as the Company’s net 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 CODM assesses Company performance through the achievement of revenue, cost optimization, and target identification goals. In addition to the Company’s Statement of Operations, the CODM is regularly provided with budgeted and forecasted expense information which is used to determine the Company’s liquidity needs and cash allocation. Revenue Recognition The Company recognizes revenue based on the following five step model: ● Identification of the contract with a customer This step outlines the criteria that must be met when establishing a contract with a customer to supply goods or services. ● Identification of the performance obligations in the contract This step describes how distinct performance obligations in the contract must be handled. ● Determination of the transaction price This step outlines what must be considered when establishing the transaction price, which is the amount the business expects to receive for transferring the goods and services to the customer. ● Allocation of the transaction price to the performance obligations in the contract This step outlines guidelines for allocating the transaction price across the contract’s separate performance obligations, and is what the customer agrees to pay for the goods and services. ● Recognition of revenue when, or as, the Company satisfies a performance obligation Revenue can be recognized as the business meets each performance obligation. This step specifies how that should happen. F- 9 Contract Services The 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 process. 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. 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 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. Investments The 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. Pursuant to this alternative, the investment will be carried at its estimated fair value calculated as its cost minus any impairment. The Company 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 is impaired. Financial Instruments The carrying value of short-term instruments, including cash and cash equivalents, accounts payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments. 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. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Cash and Cash Equivalents, Restricted Cash, and Concentration of Credit Risk The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash. Restricted 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. The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Occasionally, the Company’s cash in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management. F- 10 The 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: Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash 2025 2024 December 31, 2025 2024 Cash and cash equivalents $ 2,183,705 $ 5,435,983 Restricted cash 105,000 - Total cash and cash equivalents and restricted cash in the consolidated statements of cash flows $ 2,288,705 $ 5,435,983 Cost of Revenue Cost 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. Property and Equipment, net Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in earnings. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. Income Taxes Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating losses, credit carryforwards, and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. The Company recognizes a tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by taxing authorities. Interest and penalties associated with such uncertain tax positions are classified as a component of income tax expense. Stock-Based Compensation Employee and non-employee share-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. Forfeitures are recognized as they occur. Net Loss per Share The Company calculates basic net loss per common share by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive common stock equivalents in the period, including unvested stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share as their effect would be antidilutive. Recent Accounting Pronouncements In January 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). The new standard improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 also clarifies that entities with a single reportable segment are subject to both new and existing reporting requirements under Topic 280. 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 . F- 11 In December 2023, the FASB issued ASU No. 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for the Company’s fiscal year ending December 31, 2025. The guidance does not affect recognition or measurement in the Company’s consolidated financial statements. 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. In 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 receivable). This guidance is effective for the Company’s fiscal year ending December 31, 2026 and can be adopted early. The Company is in the process of evaluating the effects of this guidance on its consolidated financial statements. In 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 statements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. 3. Investments The 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 2). 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. 4. Property and Equipment Property 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. Depreciation expense totaled $ 1,725 and $ 1,724 in the years ended December 31, 2025 and 2024, respectively. 5. Accrued Expenses Accrued expenses consist of the following at December 31: Schedule of Accrued Expenses 2025 2024 Accrued payroll and related $ 63,284 $ 80,705 Accrued legal fees 18,087 27,601 Accrued licensing and royalty fees 373,750 20,000 Accrued Board fees 33,750 16,875 Accrued other expenses 15,000 6,975 Total Accrued expenses $ 503,871 $ 152,156 F- 12 6. Revenue During 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. In 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 $ 58,000 . 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 2025. 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). In 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 client base. Any commercial terms for the marketing collaboration will be agreed by the parties in a subsequent agreement. The Company has not yet recognized any revenue under this collaboration. The Company currently has no other revenue agreements. Additionally, the Company has no contract assets or contract costs at December 31, 2025. 7. Notes Payable In 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 in 2024. In February 2025, the Company again entered into an agreement to finance a portion of the premium for its directors and officers insurance 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. 8. Stockholders’ Equity Preferred Stock The Company has 10,000,000 shares of preferred stock authorized at a par value of $ 0.00001 with 5,500,000 being designated as Series A Convertible Preferred Stock. Of the 5,500,000 authorized shares of Series A Convertible Preferred Stock, 73,449 were issued and outstanding as of December 31, 2025. Each share of Series A Convertible Preferred Stock is convertible at any time into 10 shares of the Company’s common stock. The Series A Preferred Stock is the economic equivalent of the common stock but has no voting rights and is subject to a blocker which prohibits the conversion into common stock if it would result in the investor owning more than 4.99 % of the Company’s outstanding common stock at such time. Common Stock The Company has 100,000,000 shares of common stock authorized at a par value of $ 0.00001 . In February 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 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. The pre-funded warrants had an exercise price of $ 0.001 and were all exercised in their entirety in the first quarter of 2024. F- 13 In October 2024, the Company received approximately $ 3.1 million of gross proceeds from the sale of (i) 862,602 shares of the Company’s common stock and pre-funded warrants to purchase up to 702,398 shares of common stock with an exercise price of $ 0.0001 per share, at a purchase price of $ 2.00 per share of common stock and a purchase price of $ 1.9999 per pre-funded warrant in a registered direct offering and (ii) warrants to purchase an aggregate of 1,565,000 shares of common stock with an exercise price of $ 2.00 per share exercisable after six (6) months from the date of issuance for a five year period from the initial exercise date in a concurrent private placement. In conjunction with the transactions, the Company paid the placement agent an aggregate cash fee of 8.0% of the gross proceeds from the sale of securities in the transaction, reimbursed the placement agent for certain out-of-pocket expenses and issued to the placement agent warrants to purchase an aggregate of 62,600 shares of common stock, equal to 4% of the aggregate number of shares of common stock and pre-funded warrants sold in the registered direct offering. The 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 were issued. In 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 sales agent. 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. Through 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 per share. 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 million. This amount is subject to adjustment based on increases in the Company’s public float. In 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 satisfied. 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 31, 2025. Dilutive 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, 6,940,042 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. For 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. 2022 Equity Incentive Plan In November 2022, the Company’s Board of Directors adopted, and its shareholders approved, the 2022 Equity Incentive Plan (the “Plan”). The Plan provides for the granting of equity-based awards to employees, directors, and consultants. The Plan provides for equity-based awards including incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, cash awards and other equity-based awards. Awards are limited to a maximum term of 10 years and any exercise prices shall not be less than 100% of the fair market value of one share of common stock on the grant date. The Plan authorized an initial maximum number of shares underlying awards of 900,000 with an automatic annual increase to an amount equal to 15 % of the total number of shares outstanding as of the end of the preceding fiscal year. 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. F- 14 Stock Options The 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 527,717 $ 4.17 9.0 $ 112,141 Granted 392,000 $ 3.64 Exercised - $ - Forfeited / canceled ( 86,986 ) $ 3.83 Outstanding at December 31, 2024 832,731 $ 3.96 8.5 $ - Granted 266,500 $ 2.09 Exercised - $ - Forfeited / canceled ( 360,446 ) $ 3.57 Outstanding at December 31, 2025 738,785 $ 3.51 8.3 $ - Vested at December 31, 2025 478,934 $ 4.10 7.9 $ - The 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 2025 2024 Expected dividend yield 0 % 0 % Expected volatility 94 % - 97 % 85 % - 107 % Risk-free interest rate 3.7 % - 4.5 % 3.5 % - 5.3 % Expected life (in years) 5.5 0.5 - 6.0 ● Volatility – The trading volatility was determined by calculating the volatility of the Company’s peer group. ● Expected life of options – The expected life of options granted to employees was determined using the simplified method. ● Risk-free interest rate – This is the U.S. Treasury rate, having a term comparable to the expected life of the stock option. ● Dividend yield – The Company does not expect to pay a dividend in the foreseeable future. The weighted-average grant-date fair value of options granted during the years ended December 31, 2025 and 2024 was $ 1.56 and $ 2.78 , respectively. The total grant-date fair value of options vested during the years ended December 31, 2025 and 2024 was approximately $ 632,512 and $ 819,077 , respectively. During the year ended December 31, 2024, certain stock option awards granted to related parties were modified as follows: ● In July 2024, the Company modified 131,927 vested stock option awards granted to the former Chief Marketing Officer by extending his period to exercise these awards from 6 months to 12 months following termination. This modification resulted in additional stock-based compensation expense of $ 28,666 . ● In December 2024, the Company modified stock option awards granted to the former Chief Financial Officer by (i) accelerating the vesting of 31,103 unvested options, and (ii) extending the period to exercise all now-vested 109,500 awards from 6 months to 12 months following his passing. These modifications resulted in additional stock-based compensation expense of $ 51,696 . No options were exercised in any of the periods presented. During the years ended December 31, 2025 and 2024, the Company recognized approximately $ 722,304 and $ 940,642 , respectively, of compensation expense related to stock options. F- 15 As 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 1.0 year. Restricted Stock Units During 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. As 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. Stock Grants During 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. Warrants The 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: Schedule of Outstanding Warrants Exercise Price Expiration Number of Warrants $ 0.0007 2030 274,286 $ 1.22 2036 5,000 $ 2.00 - $ 2.66 2026 - 2032 2,164,179 $ 3.36 - $ 4.16 2028 - 2029 1,842,807 $ 6.51 - $ 7.80 2026 - 2032 1,484,829 $ 8.125 2028 1,443,227 7,214,328 Warrants Issued in Conjunction with Transactions During the year ended December 31, 2024, the Company issued the following warrants as part of two equity offerings: ● In February 2024, 1,507,139 warrants with an exercise price of $ 4.16 per share and an expiration date 5 years from issuance. In addition, the Company issued an additional 218,382 warrants with an exercise price of $ 4.16 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 . ● In February 2024, 478,429 pre-funded warrants with an exercise price of $ 0.0001 per share. All such pre-funded warrants were exercised in 2024. ● In February 2024, 90,428 warrants with an exercise price of $ 4.16 per share and an expiration date 5 years from issuance to the underwriters. The warrants were valued at approximately $ 263,145 , and as of December 31, 2025, none of these warrants have been exercised. ● In October 2024, 1,565,000 warrants to purchase shares of the Company’s common stock at an exercise price of $ 2.00 per share and expiration date of 5.5 years from issuance. As of December 31, 2025, none of these warrants have been exercised. 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 . F- 16 ● In October 2024, 702,398 pre-funded warrants with an exercise price of $ 0.0001 per share. 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 were issued. ● In 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 $ 116,436 and, as of December 31, 2025, none of these warrants have been exercised. Warrants Issued as Consideration for Services The following table summarizes the activity for warrants issued as consideration for services for the years ended December 31, 2025 and 2024: Schedule of Warrant Activity Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2023 678,176 $ 1.57 6.6 $ 1,209,136 Granted - $ - Exercised ( 14,285 ) $ 2.66 Forfeited / canceled - $ - Outstanding at December 31, 2024 663,891 $ 1.55 5.6 $ 548,380 Granted 5,000 $ 1.22 Exercised - $ - Forfeited / canceled - $ - Outstanding at December 31, 2025 668,891 $ 1.54 4.6 $ 242,003 Vested at December 31, 2025 665,974 $ 1.55 4.6 $ 242,003 During the years ended December 31, 2025 and 2024, the Company recognized $ 1,979 and $ 3,007 , respectively, of compensation expense related to certain warrants. As 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. The total grant-date fair value of warrants vested during the year ended December 31, 2025 was approximately $ 1,979 . F- 17 9. Income Taxes Deferred 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. Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows: Schedule of Deferred Tax Assets And Liabilities 2025 2024 December 31, 2025 2024 Deferred tax assets: Net operating losses $ 4,284,802 $ 2,650,540 Capitalized research and development 633,047 647,602 Stock-based compensation 378,247 183,856 Intangibles 173,817 162,701 Other 14,004 12,374 Total deferred tax assets 5,483,917 3,657,073 Valuation allowance ( 5,483,613 ) ( 3,656,627 ) Net deferred tax asset 304 446 Deferred tax liabilities: Property and equipment ( 304 ) ( 446 ) Total deferred tax liabilities ( 304 ) ( 446 ) Net deferred tax asset / (liability) $ - $ - Realization of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing, and amount of which are uncertain. Because of the Company’s lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 1,826,986 and $ 1,583,168 during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company has available for federal income tax purposes a gross net operating loss carryforward of approximately $ 16.9 million and a gross state net operating loss carryforward of approximately $ 8.5 million. The federal net operating loss carryforward does not expire and may be used to offset future taxable income. The state gross net operating loss begins to expire in 2043. Utilization of some of the federal and state net operating loss carryforwards is subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has provided a valuation allowance against the full amount of the net operating loss benefit and its other net deferred tax assets since, in the opinion of management, based upon the earnings history of the Company, it is more likely than not that the future tax benefits of the Company’s net deferred tax assets will not be realized. All or 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. As 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 December 31, December 31, 2025 2024 Beginning balance $ 3,656,627 $ 2,073,459 Change charged to income tax expense 1,826,986 1,583,168 Ending balance $ 5,483,613 $ 3,656,627 The Company has incurred net operating losses since inception and it did not have unrecognized tax benefits as of December 31, 2025 and 2024, and does not anticipate this to change significantly over the next 12 months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company files income tax returns in the U.S. and certain state jurisdictions. The Company is not currently under examination in these jurisdictions for any tax year. The Company’s tax years beginning with 2022 are open tax years. Because of net operating losses and research credit carryovers, substantially all the Company’s tax years remain open to examination. F- 18 Income 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 Amount Rate Amount Rate December 31, 2025 December 31, 2024 Amount Rate Amount Rate U.S. Federal statutory tax rate $ ( 1,364,594 ) 21.0 % $ ( 1,468,666 ) 21.0 % Change in valuation allowance 1,301,116 ( 20.0 ) 1,279,813 ( 18.3 ) Stock-based compensation 61,674 ( 1.0 ) 193,265 ( 2.8 ) Other 1,804 - ( 4,412 ) 0.1 Income tax expense benefit $ - - % $ - - % 10. Material Agreements JHU-APL Technology License In 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. In July 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL for the additional technology developed to enhance the bfLEAP™ platform (the “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. 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. The financial terms of the new license agreement replaces the original terms within the 2018 License Agreement and are not duplicative. In 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. As 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 George Washington University - Beta2-spectrin siRNA License In January 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from George Washington University (“GWU”) for rights to use siRNA targeting Beta2-spectrin in the treatment of human diseases, including hepatocellular carcinoma. 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. F- 19 In consideration of the rights granted to the Company under the license agreement, the Company paid GWU a $ 20,000 license initiation fee in 2022. 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”) by the U.S. 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. Johns Hopkins University – Mebendazole License In February 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (“JHU”) for the use of an improved formulation of Mebendazole for the treatment of any human cancer or neoplastic disease. This formulation shows potent activity in animal models with different types of cancer and has been evaluated in a Phase I clinical trial in patients with high-grade glioma (NCT01729260). The trial, an open-label dose-escalation study, assessed the safety and efficacy of the improved formulation with adjuvant temozolomide in 24 patients with newly diagnosed gliomas. Investigators observed no dose-limiting toxicity in patients receiving all but the highest tested dose (200mg/kg/day). Four of the 15 patients receiving the maximum tested dose of 200mg/kg/day experienced dose-limiting toxicity, all of which were reversed by decreasing or eliminating the dose given. There were no serious adverse events attributed to Mebendazole at any dose during the trial. 41.7% of patients who received Mebendazole were alive at two years after enrollment, and 25% were alive at four years (Gallia et al., 2021). The license covers six (6) issued patents and one (1) pending application. In consideration of the rights granted to the Company under the license agreement, JHU 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. 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. Johns Hopkins University – Prodrug License In October 2022, the Company entered into an exclusive, world-wide, royalty-bearing license from JHU and the Institute of Organic Chemistry and Biochemistry (“IOCB”) of the Czech Academy of Sciences for rights to commercialize N-substituted prodrugs of Mebendazole that demonstrate improved solubility and bioavailability. The license covers prodrug compositions and use for treating disease as claimed in multiple U.S. and worldwide patent applications. In consideration for the rights granted to the Company under the license agreement, JHU and IOCB received a staggered upfront license fee of $ 100,000 and the Company reimbursed JHU and IOCB for previously incurred patent costs. 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. F- 20 Lieber Institute for Brain Development Partnership In 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 activities. Under 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 extended. 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 LIBD data. 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. 11. Commitments and Contingencies While not assured, management does not believe, based upon information available at this time, that a loss contingency will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Additionally, the Company does not have any material commitments. 12. Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are issued. Subsequent 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 per share. Consequently, as of the date of this filing, approximately $ 16.4 million of capacity remains available under the ATM Agreement; however, the amount 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. Subsequent 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. F- 21