Business Context and Reporting Period
Company: Bullfrog AI Holdings, Inc. (BFRG)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: Bullfrog AI is a digital biopharmaceutical company utilizing its proprietary AI/ML platform, bfLEAP™, to analyze complex clinical and preclinical data. The company aims to de-risk drug development, identify high-responder patient populations, and "rescue" failed drug assets for divestiture. Revenue is generated through contract services, collaborative arrangements, and the acquisition of rights to drug assets.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $116,670 | $0 |
| Cost of Revenue | $94,778 | $0 |
| Gross Profit | $21,892 | $0 |
| Operating Expenses | $6,616,528 | $7,236,383 |
| Net Loss | $(6,498,068) | $(6,993,647) |
| Cash and Cash Equivalents (Year End) | $2,183,705 | $5,435,983 |
| Accumulated Deficit | $(23,291,624) | $(16,793,556) |
| Stockholders' Equity | $2,136,329 | $4,963,740 |
Liquidity: As of December 31, 2025, the company held approximately $2.3 million in cash (including $0.1 million restricted). Management states this is insufficient to fund planned operations for at least one year beyond the filing date.
Material Changes vs. Prior Period
- Revenue Recognition: The company recognized approximately $117,000 in revenue in 2025 from a collaboration with Eleison Pharmaceuticals, compared to zero revenue in 2024. This revenue was partially received in equity securities.
- Operating Expenses: Total operating expenses decreased by approximately $620,000 (9%) year-over-year. Research and Development (R&D) expenses declined by 19% due to reduced personnel costs and reallocation of costs to Cost of Revenue. General and Administrative (G&A) expenses declined by 4% due to lower insurance premiums and recruiting fees.
- Cash Position: Cash and cash equivalents decreased by approximately $3.1 million, driven by a net cash outflow from operating activities of $5.5 million, partially offset by $2.4 million in financing proceeds from At-The-Market (ATM) sales.
- Going Concern: The independent auditor included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern due to recurring losses and the need for additional funding.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Strategy
The company plans to continue raising capital through its ATM agreement with BTIG, LLC (approx. $16.4 million capacity remaining, though limited by public float rules) and a purchase agreement with Lincoln Park Capital Fund, LLC ($10 million commitment). Strategic focus remains on leveraging the bfLEAP™ platform for drug asset enhancement and data analytics partnerships.
Material Risks and Contingencies
- Nasdaq Compliance (Stockholders' Equity): The company received notice in August 2025 of non-compliance with the $2.5 million minimum stockholders' equity requirement. An extension granted until February 17, 2026, was not met. The company has requested a hearing before a Nasdaq Hearings Panel to seek additional time to regain compliance.
- Nasdaq Compliance (Bid Price): In February 2026, the company received notice that its stock price had been below $1.00 for 30 consecutive business days. It has a 180-day compliance period (until August 10, 2026) to regain compliance, potentially via a reverse stock split approved by stockholders in October 2025.
- Liquidity Risk: The company requires additional capital to sustain operations. Failure to secure financing could force the curtailment of clinical and R&D initiatives.
- Unusual Items: The company accrued $300,000 in minimum annual royalty payments to JHU-APL for 2025, which remained unpaid and uninvoiced as of the filing date.
Investor Verification Checklist
- Capital Adequacy: Verify the company's ability to raise the necessary funds to operate for the next 12 months given the "substantial doubt" going concern warning.
- Nasdaq Status: Monitor the outcome of the Nasdaq Hearings Panel regarding the stockholders' equity deficiency and the progress of the bid price compliance plan (including potential reverse stock split execution).
- Revenue Sustainability: Assess the scalability of the $117k revenue stream and the likelihood of securing additional commercial partnerships to offset the $6.5M annual burn rate.
- Royalty Obligations: Confirm the payment status of the accrued $300,000 JHU-APL royalty and the impact of future minimum royalty payments on cash flow.
- Dilution: Review the terms of the ATM and Lincoln Park facilities to understand potential dilution to existing shareholders in future capital raises.