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BullFrog AI Holdings, Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

BFRG$0.55+6.4%Stored close · as of Nov 9, 2026

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Item 1A. Risk Factors

Item 1ARisk Factors.

Except as set forth below, there have been no material changes to the Risk Factors disclosed in Part I, Item 1A,Risk Factors, of the Company’s 2024 Form 10-K.

Although our common stock is currently listed on the Nasdaq Capital Market, we may not be able to continue to meet the exchange’s minimum listing requirements or those of any other national exchange. The listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. For instance, on August 21, 2025, we 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). Although the Company is pursuing its compliance plan, there can be no assurance that the Company will regain compliance.

If, for any reason, we are unable to regain compliance with the Stockholders’ Equity Rule or we otherwise fail to maintain compliance with Nasdaq’s listing standards, our securities would be subject to delisting by Nasdaq. In such case, unless we are able to list on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:

●the liquidity of our common stock;
●the market price of our common stock;
●our ability to obtain financing for the continuation of our operations;
●the number of investors that could consider investing in our common stock;
●the number of market makers in our common stock;
●the availability of information concerning the trading prices and volume of our common stock; and
●the number of broker-dealers willing to execute trades in shares of our common stock.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.