Business Context and Reporting Period
This Form 8-K is a current report filed by Bullfrog AI Holdings, Inc. (BFRG) on August 18, 2026. The filing addresses the Company's status regarding continued listing on The Nasdaq Stock Market LLC. The Company is incorporated in Nevada and is classified as an emerging growth company.
Key Financial Metrics
This filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on regulatory compliance regarding stock listing standards.
Material Changes
The primary material event reported is the extension of a compliance period with Nasdaq listing rules:
- Initial Notice: On February 10, 2026, the Company received notice that its common stock closing bid price had been below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).
- Initial Compliance Period: The Company was granted an initial 180-day period ending August 10, 2026, to regain compliance.
- Extension Granted: On August 18, 2026, Nasdaq notified the Company that it is eligible for an additional 180-day compliance period (the "Second Compliance Period") ending February 8, 2027.
Guidance, Outlook, and Risks
Management Commentary and Strategy:
- The Company intends to monitor its closing bid price and assess options to regain compliance.
- If the deficiency is not cured organically, the Company plans to effect a reverse stock split prior to the end of the Second Compliance Period.
- Stockholders previously approved a reverse stock split ratio between 1-to-2 and 1-to-15 at a Special Meeting in October 2025.
Risks and Contingencies:
- Delisting Risk: If the Company fails to regain compliance by February 8, 2027, its securities will be subject to delisting.
- Appeal Rights: The Company retains the right to appeal a delisting determination to a Nasdaq Hearings Panel.
- Uncertainty: There is no assurance that the Company will regain compliance during the Second Compliance Period or maintain other listing requirements.
Investor Verification Checklist
- Verify the current closing bid price of BFRG common stock to assess proximity to the $1.00 threshold.
- Confirm the specific reverse stock split ratio and implementation timeline once determined by the Board of Directors.
- Monitor future filings for any updates on the Company's ability to maintain the bid price for the required 10 to 20 consecutive business days.
- Review the Company's financial statements (10-K/10-Q) for underlying financial health, as this 8-K contains no financial metrics.