Business Context and Reporting Period
Company: Bullfrog AI Holdings, Inc. (BFRG)
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2025
Event: Entry into a Material Definitive Agreement (Purchase Agreement and Registration Rights Agreement) with Lincoln Park Capital Fund, LLC.
Key Financial Metrics and Transaction Details
- Total Commitment: Up to $10.0 million in Common Stock purchases by Lincoln Park.
- Commitment Fee: 147,682 shares of Common Stock issued immediately to Lincoln Park.
- Exchange Cap: Maximum of 2,048,936 shares (19.99% of outstanding shares prior to execution), subject to adjustment or shareholder approval.
- Ownership Limit: Lincoln Park cannot beneficially own more than 4.99% of total outstanding shares.
- Term: 36-month period commencing on the "Commencement Date" (upon SEC registration effectiveness).
- Minimum Price: No sales if the last closing sale price is below $0.50.
- Daily Limit: Maximum of $500,000 per business day for Regular Purchases.
- Use of Proceeds: Working capital, capital expenditures, and general corporate purposes.
Material Changes and Mechanism
The filing discloses a new equity financing facility rather than a change in historical financial performance. Key structural elements include:
- Company Discretion: The Company controls the timing and amount of sales; Lincoln Park is obligated to purchase upon direction.
- Pricing: Purchase price is based on prevailing market prices at the time of sale. There are no upper price limits.
- Accelerated Purchases: The Company may direct additional "Accelerated Purchases" beyond the standard daily limit under specific conditions.
- Restrictions: The Company is prohibited from entering into other "equity lines of credit" or similar offerings during the term. Lincoln Park is prohibited from short selling or hedging the stock.
Guidance, Risks, and Contingencies
- Contingencies: The facility is not active until the SEC declares the registration statement effective and a final prospectus is filed.
- Suspension Events: Purchases may be suspended if defined "Suspension Events" occur, though Lincoln Park cannot terminate the agreement in such cases.
- Termination: The Company may terminate the agreement at any time with one business day's notice at no cost.
- Risk Factors: Actual proceeds depend on market conditions and the Company's determination of funding needs. Dilution is capped at 19.99% unless shareholder approval is obtained or the average sale price exceeds $1.4053.
Investor Verification Checklist
- Verify the effectiveness date of the registration statement filed with the SEC to determine the "Commencement Date."
- Monitor the 4.99% beneficial ownership limit for Lincoln Park to understand potential sales restrictions.
- Review the full text of the Purchase Agreement (Exhibit 10.1) for specific pricing formulas and "Suspension Event" definitions.
- Check for any future filings regarding the issuance of Commitment Shares or initial Regular Purchases.
- Confirm if the Company intends to seek shareholder approval to exceed the 19.99% Exchange Cap.