Bullfrog AI Holdings, Inc. current report, 19 April 2023

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Bullfrog AI Holdings, Inc. — Form 8-K Summary

Business Context and Reporting Period

This Form 8-K reports a Nasdaq listing deficiency related to the delayed filing of the Company’s Form 10-K for the year ended December 31, 2022. The deficiency notice was received on April 19, 2023; the report was signed and the 10-K was filed on April 25, 2023.

Financial Metrics and Liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating metrics. These items should be reviewed in the Company’s Form 10-K for the year ended December 31, 2022.

Material Changes and Nasdaq Compliance

  • Nasdaq notified the Company that it was not in compliance with Listing Rule 5250(c)(1) because of the delayed Form 10-K filing.
  • The Company initially had until June 20, 2023 to submit a compliance plan.
  • If accepted, Nasdaq could have granted up to 180 additional calendar days from the prescribed filing due date to regain compliance.
  • The deficiency notice had no immediate effect on the listing of the Company’s common stock or tradeable warrants on the Nasdaq Capital Market.
  • The Company stated that it filed its Form 10-K on April 25, 2023 and thereby regained compliance.

Guidance, Risks, Contingencies, and Unusual Items

The filing provides no financial guidance or operating outlook. The principal disclosed risk was potential continued Nasdaq noncompliance resulting from a late periodic report. If Nasdaq had not accepted the Company’s compliance plan, the Company could have appealed to a Nasdaq Hearings Panel. Based on the reported filing of the Form 10-K, that contingency was resolved.

Key Facts for Investors to Verify

  • Confirm the April 25, 2023 filing date and contents of the Form 10-K for the year ended December 31, 2022.
  • Verify Nasdaq’s records reflecting restoration of compliance with Listing Rule 5250(c)(1).
  • Review the 10-K for the Company’s financial condition, liquidity, going-concern disclosures, debt, and subsequent events.
  • Review Exhibit 99.1, the April 25, 2023 press release, for management’s description of the filing and compliance status.