Bullfrog AI (BFRG) Registration filing summary

Company overview and business model

• AI/ML precision-medicine strategy centers on bfLEAP, developed from Johns Hopkins Applied Physics Laboratory technology, to analyze complex biomedical data for drug development and clinical programs.

• Revenue model combines biopharma analytics and collaboration services with internally developed or licensed drug assets; JHU-APL receives royalties of 8% on services and 3% on qualifying internal drug projects.

• Strategy includes licensing therapeutic assets, drug rescue, proprietary data partnerships, and continued platform development; clinical programs depend on external partners and third-party trial, manufacturing, and regulatory support.

Financial performance and metrics

• As of June 30, 2025, cash was $2.6 million, including $0.1 million restricted; the auditor cited continued operating losses and negative operating cash flows, raising substantial doubt about going concern.

• Stockholders’ equity was $2,188,110 at June 30, 2025, below Nasdaq’s $2.5 million minimum; a deficiency notice arrived August 21, 2025.

• ATM sales from April 25 to October 6, 2025 totaled 755,116 shares and $1.15 million net proceeds.

• Historical net tangible book value at August 29, 2025 was $2.19 million, or $0.21 per share; at an assumed $1.43 sale price, estimated dilution to new investors was $0.83 per share.

Use of proceeds and capital allocation

• No proceeds go to the selling stockholder’s resales; up to $10 million gross may be raised from discretionary share sales to Lincoln Park, with net proceeds intended for working capital and general corporate purposes.

• Use and timing are at management’s discretion; pending deployment, proceeds are expected to be invested in interest-bearing fixed-income securities.

• Registration costs are estimated at $109,015, including $30,000 reimbursed to Lincoln Park; Lincoln Park bears its own resale brokerage fees and commissions.