BFRG / Bullfrog AI Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 BULLFROG AI HOLDINGS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 BULLFROG AI HOLDINGS, INC.

BullFrog AI Announces Strategic Collaboration with Sygnature Discovery to Introduce BullFrog Data Networks™ to Global Biopharma Clients

Exhibit 99.1 BullFrog AI Announces Strategic Collaboration with Sygnature Discovery to Introduce BullFrog Data Networks™ to Global Biopharma Clients GAITHERSBURG, Md., June 12, 2025 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 BULLFROG AI HOLDINGS, INC. (Exact name of Registrant as Specified in Its Charter) Nevada 001-41600 84-4786155 (State or Other Jurisdiction of Incorporation) (Commission

At-The-Market Sales Agreement, dated April 25, 2025, by and between Bullfrog AI Holdings, Inc. and BTIG, LLC.

Exhibit 1.1 BULLFROG AI Holdings, INC. UP TO $20,000,000 OF COMMON STOCK (par value $0.00001 per share) At-the-market SALES AGREEMENT April 25, 2025 BTIG, LLC 65 East 55th Street New York, New York 10022 Ladies and Gentlemen: Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Partie

Bullfrog AI Holdings, Inc. Up to $3.1 million Of Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-281341 PROSPECTUS SUPPLEMENT (To the Prospectus dated August 21, 2024) Bullfrog AI Holdings, Inc. Up to $3.1 million Of Shares of Common Stock We have entered into an At-the-Market Sales Agreement, or the Sales Agreement, with BTIG, LLC, or the sales agent, relating to shares of our common stock offered by this prospectus supplement. In accorda

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-41600 BULLFROG

Code of Ethics

Exhibit 14.1 Bullfrog AI Holdings, Inc. Code of Business Conduct and Ethics I. Introduction A. Purpose This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Bullfrog AI Holdings, Inc. (the “Company” or “we”) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commerc

Insider Trading Policy

Exhibit 19.1 Bullfrog AI Holdings, Inc. Insider Trading Compliance Policy This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: ● Section I provides an overview; ● Section II sets forth the policies of the Company prohibiting insider trading; ● Section III explains insider trading; ● Section IV consists of procedures that have been put in place by the Company to preven

Clawback Policy

Exhibit 97.1 bullfrog ai holdings, Inc. Compensation Recoupment Policy 1. Restatement. In the event of any required accounting restatement of the financial statements of Bullfrog AI Holdings, Inc. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement

Form of Indemnification Agreement between Bullfrog AI Holdings, Inc. and each of its directors and officers

Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of , is by and between Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”) and (the “Indemnitee”). Whereas, Indemnitee is a director of the Company; Whereas, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and offic

Form of Stock Option Grant Agreement

Exhibit 10.15 BULLFROG AI HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN Stock Option Agreement This STOCK OPTION AGREEMENT (this “Agreement”), made and entered into on the th day of January 2025 (the “Grant Date”), by and between (the “Participant”) and Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), sets forth the terms and conditions of stock options issued to the Participant pursu

Description of Securities.

Exhibit 4.13 BULLFROG AI HOLDINGS, INC DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The Common Stock, with par value of $0.00001 per share (“Common Stock”), and the warrants for shares of the Common Stock (the “Tradeable Warrants”) of Bullfrog AI Holdings, Inc. (the “Company”) are the only classes of our securities registered under Section 12 o

BullFrog AI and Eleison Pharmaceuticals Enter Agreement to Collaborate to Optimize Pivotal Phase 3 Trial Eleison to leverage BullFrog Data NetworksTM to enhance patient clustering and safety analysis in glufosfamide clinical trials

Exhibit 99.1 BullFrog AI and Eleison Pharmaceuticals Enter Agreement to Collaborate to Optimize Pivotal Phase 3 Trial Eleison to leverage BullFrog Data NetworksTM to enhance patient clustering and safety analysis in glufosfamide clinical trials GAITHERSBURG, Md., Feb. 27, 2025 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 BULLFROG AI HOLDINGS, INC.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The unders

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 BULLFROG AI HOLDINGS, INC.

BullFrog AI Issues Letter to Stockholders

Exhibit 99.1 BullFrog AI Issues Letter to Stockholders GAITHERSBURG, Md., Dec. 27, 2024 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, issued a letter to stockholders from

BullFrog AI Announces Appointment of Chief Financial Officer

Exhibit 99.1 BullFrog AI Announces Appointment of Chief Financial Officer GAITHERSBURG, Md., Dec. 17, 2024 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, today announced th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 BULLFROG AI HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 BULLFROG AI HOLDINGS, INC.

Master Services Agreement, dated December 13, 2024, by and between the Company and Danforth Advisors, LLC

Exhibit 10.1 MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is made effective as of December 13, 2024 (the “Effective Date”), by and between Bullfrog AI Holdings, Inc., a Nevada corporation, with its principal place of business being 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878 (the “Company”), and Danforth Global, Inc., a Delaware corporation, with its princip

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2024 BULLFROG AI HOLDINGS, INC.

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 (240) 658-6710

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 (240) 658-6710 November 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-283105 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securi

November 25, 2024

November 25, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jessica Dickerson / Mr. Joe McCann Re: Bullfrog AI Holdings Inc. Registration Statement on Form S-1 (File No. 333-283105) CIK No. 0001829247 Dear Ms. Dickerson and Mr. McCann: On behalf of Bullfrog AI Holdings Inc. (the “Com

As filed with the Securities and Exchange Commission on November 25, 2024

As filed with the Securities and Exchange Commission on November 25, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDI

As filed with the Securities and Exchange Commission on November 8, 2024

As filed with the Securities and Exchange Commission on November 8, 2024 Registration Statement No.

Filing Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BullFrog AI Holdings, Inc.

Bullfrog AI Announces Pricing of Registered Direct Offering and Concurrent Private Placement for Aggregate Gross Proceeds of $3.13 Million

Exhibit 99.1 Bullfrog AI Announces Pricing of Registered Direct Offering and Concurrent Private Placement for Aggregate Gross Proceeds of $3.13 Million GAITHERSBURG, Md., Oct. 18, 2024 (GLOBE NEWSWIRE) - BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“Bullfrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable th

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 18, 2024, by and between BULLFROG AI HOLDINGS, INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). RECITALS

Form of Common Warrant, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Bullfrog AI Holdings, Inc. 862,602 Shares of Common Stock Pre-Funded Warrants to purchase 702,398 shares of Common Stock (and the shares of Common Stock underlying the Pre-Funded Warrants)

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281341 Prospectus Supplement (to Prospectus dated August 21, 2024) Bullfrog AI Holdings, Inc. 862,602 Shares of Common Stock Pre-Funded Warrants to purchase 702,398 shares of Common Stock (and the shares of Common Stock underlying the Pre-Funded Warrants) Bullfrog AI Holdings, Inc. (the “Company” or “we” or “our” or “us”) is offering (“Offering

Form of Pre-Funded Warrant.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BULLFROG AI HOLDINGS, INC. Warrant Shares: Issue Date: October 21, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date o

Bullfrog AI Announces Closing of Registered Direct Offering and Concurrent Private Placement for Aggregate Gross Proceeds of $3.13 Million

Exhibit 99.2 Bullfrog AI Announces Closing of Registered Direct Offering and Concurrent Private Placement for Aggregate Gross Proceeds of $3.13 Million GAITHERSBURG, Md., Oct. 21, 2024 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“Bullfrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41600 84-4786155 (State or other jurisdiction of incorporation) (Commissi

Form of Placement Agency Agreement, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024.

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October 18, 2024 BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”), BullFrog AI Holdings, Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,130,000 of registered and unregistered securities of the Company,

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2024.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

BullFrog AI Strengthens Scientific Advisory Board with the Addition of GSK Veteran and Industry Pioneer Dr. John Baldoni

Exhibit 99.1 BullFrog AI Strengthens Scientific Advisory Board with the Addition of GSK Veteran and Industry Pioneer Dr. John Baldoni GAITHERSBURG, Md. – October 15, 2024 – BullFrog AI, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuti

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of inc

BullFrog AI Announces Publication of Data Supporting Potential of Liver Disease Treatment Candidate BF-114

Exhibit 99.1 BullFrog AI Announces Publication of Data Supporting Potential of Liver Disease Treatment Candidate BF-114 - The study, led by Dr. Lopa Mishra and published in Cell Reports, provides new mechanistic evidence for role of BF-114 target β2-spectrin in obesity, MASLD, MASH, and HCC - The findings suggest that targeting β2-spectrin with BF-114 can prevent the progression of liver diseases

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41600 84-4786155 (State or other jurisdiction of incorporation) (Commis

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 (240) 658-6710

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 (240) 658-6710 August 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Registration Statement on Form S-3 File No. 333-281341 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Secu

As filed with the Securities and Exchange Commission on August 15, 2024.

As filed with the Securities and Exchange Commission on August 15, 2024. Registration No. 333-281341 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 84-4786155 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BullFrog AI Holdings, Inc.

As filed with the Securities and Exchange Commission on August 7, 2024.

As filed with the Securities and Exchange Commission on August 7, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 84-4786155 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incor

BullFrog AI and Lieber Institute for Brain Development Reveal New Insights into Bipolar Disorder Pathways and Potential Drug Targets Discussions underway for drug target discovery deals with potential pharma partners

Exhibit 99.1 BullFrog AI and Lieber Institute for Brain Development Reveal New Insights into Bipolar Disorder Pathways and Potential Drug Targets Discussions underway for drug target discovery deals with potential pharma partners GAITHERSBURG, Md., July 25, 2024 (GLOBE NEWSWIRE) - BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a leader in AI-driven drug discover

BullFrog AI and Lieber Institute for Brain Development Collaboration Identifies Novel Drug Targets for Neuropsychiatric Disorders

Exhibit 99.1 BullFrog AI and Lieber Institute for Brain Development Collaboration Identifies Novel Drug Targets for Neuropsychiatric Disorders Gaithersburg, MD – May 16, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug discovery company using artificial intelligence (AI) and machine learning to enable the successful discovery and d

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incor

BullFrog AI’s CSO, Tom Chittenden, to Present at the Quantum Computing Symposium at Bio-IT World Conference & Expo

Exhibit 99.1 BullFrog AI’s CSO, Tom Chittenden, to Present at the Quantum Computing Symposium at Bio-IT World Conference & Expo Gaithersburg, MD – April 9, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceutic

Clawback Policy, incorporated by reference herein to Exhibit 14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024.

Exhibit 14 Bullfrog AI Holdings, Inc. Code of Business Conduct and Ethics I. Introduction A. Purpose This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Bullfrog AI Holdings, Inc. (the “Company” or “we”) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercia

Insider Trading Policy, incorporated by reference herein to Exhibit 14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2024.

Exhibit 19 Bullfrog AI Holdings, Inc. Insider Trading Compliance Policy This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: ● Section I provides an overview; ● Section II sets forth the policies of the Company prohibiting insider trading; ● Section III explains insider trading; ● Section IV consists of procedures that have been put in place by the Company to prevent

Clawback Policy

Exhibit 97 bullfrog ai holdings, Inc. Compensation Recoupment Policy 1. Restatement. In the event of any required accounting restatement of the financial statements of Bullfrog AI Holdings, Inc. (the “Company”) due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-41600 BULLFROG

BullFrog AI Announces Availability of Fireside Chat Recording Featuring CEOs of BullFrog AI and the Lieber Institute

Exhibit 99.1 BullFrog AI Announces Availability of Fireside Chat Recording Featuring CEOs of BullFrog AI and the Lieber Institute Gaithersburg, MD – March 7, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 BULLFROG AI HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of i

BullFrog AI Appoints Globally Renowned Biomedical AI Expert Dr. Thomas W. Chittenden as Chief Scientific Officer

Exhibit 99.1 BullFrog AI Appoints Globally Renowned Biomedical AI Expert Dr. Thomas W. Chittenden as Chief Scientific Officer Gaithersburg, MD – February 26, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 BULLFROG AI HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

BullFrog AI to Discuss Findings from its Collaboration with Lieber Institute for Brain Development in Fireside Chat Hosted by RedChip

Exhibit 99.1 BullFrog AI to Discuss Findings from its Collaboration with Lieber Institute for Brain Development in Fireside Chat Hosted by RedChip Gaithersburg, MD – February 9, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful devel

Form of Representative’s Warrant (included in Exhibit 1.1).

Exhibit 4.2 THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS COMMON STOCK PURCHASE WARRANT PURCHASE WARRANT FOR A

Bullfrog AI Announces Pricing of $5.7 Million Public Offering

Exhibit 99.1 February 1, 2024 Bullfrog AI Announces Pricing of $5.7 Million Public Offering GAITHERSBURG, MD / ACCESSWIRE /February 1, 2024 / BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“Bullfrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 BULLFROG AI HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

Form of Pre-Funded Warrant (included in Exhibit 1.1).

Exhibit 4.1 BULLFROG AI HOLDINGS, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANT Warrant Shares: [] Issuance Date: [] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

Form of Common Stock Purchase Warrant (included in Exhibit 4.3)

Exhibit 4.3 FORM OF WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [], 2024 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Unde

Underwriting Agreement between the Company and WallachBeth Capital LLC dated January 31, 2024, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2024.

Exhibit 1.1 BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT January 31, 2024 WallachBeth Capital LLC Harborside Financial Center Plaza 5 185 Hudson Street, Ste 1410 Jersey City, NJ 07311 As Representative of the Several Underwriters Named on Schedule I hereto Ladies and Gentlemen: BULLFROG AI HOLDINGS, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions st

Bullfrog AI Announces Closing of $5.7 Million Public Offering

Exhibit 99.2 February 5, 2024 Bullfrog AI Announces Closing of $5.7 Million Public Offering GAITHERSBURG, MD / ACCESSWIRE /February 5, 2024 / BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“Bullfrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, ann

1,028,710 shares of Common Stock And Warrants to Purchase 1,028,710 shares of Common Stock Pre-Funded Warrants to Purchase up 478,429 shares of Common Stock and Warrants to Purchase 478,429 shares of Common Stock Underwriter Warrants to Purchase Up t

File pursuant to Rule 424(b)(3) Registration No. 333-276740 1,028,710 shares of Common Stock And Warrants to Purchase 1,028,710 shares of Common Stock Pre-Funded Warrants to Purchase up 478,429 shares of Common Stock and Warrants to Purchase 478,429 shares of Common Stock Underwriter Warrants to Purchase Up to 90,428 Shares of Common Stock BULLFROG AI HOLDINGS, INC. This is a firm commitment offer

Form of Company Warrant (included in Exhibit 4.3)

Exhibit 4.3 FORM OF WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [], 2024 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Unde

Form of Underwriting Agreement

Exhibit 1.1 BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT January , 2024 WallachBeth Capital LLC Harborside Financial Center Plaza 5 185 Hudson Street, Ste 1410 Jersey City, NJ 07311 As Representative of the Several Underwriters Named on Schedule I hereto Ladies and Gentlemen: BULLFROG AI HOLDINGS, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stat

BULLFROG AI HOLDINGS, INC. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

BULLFROG AI HOLDINGS, INC. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 January 29, 2024 Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Daniel Crawford and Chris Edwards Re: BullFrog AI Holdings, Inc. Draft Registration Statement on Form S-1 Submitted January 19, 2024 CIK No. 0001829247 Dear Mess

[Remainder of Page Intentionally Left Blank]

January 29, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Daniel Crawford Re: Bullfrog AI Holdings, Inc. Registration Statement on Form S-1 Filed January 29, 2024 File No. 333-276740 Dear Mr. Crawford: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as repre

Form of Underwriter Warrant

Exhibit 4.2 THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS COMMON STOCK PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS COMMON STOCK PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS COMMON STOCK PURCHASE WARRANT PURCHASE WARRANT FOR A

As filed with the Securities Exchange Commission on January 29, 2024

As filed with the Securities Exchange Commission on January 29, 2024 Registration No.

January 29, 2024

January 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bullfrog AI Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 BULLFROG AI HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

BullFrog AI Strengthens Scientific Advisory Board with the Addition of Dr. Gwenn Smith and Dr. Jeremiah Wala

Exhibit 99.1 BullFrog AI Strengthens Scientific Advisory Board with the Addition of Dr. Gwenn Smith and Dr. Jeremiah Wala Gaithersburg, MD – January 26, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals

As confidentially submitted to the Securities Exchange Commission on January 19, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

As confidentially submitted to the Securities Exchange Commission on January 19, 2024.

BullFrog AI’s Collaboration with Lieber Institute for Brain Development Yields Potentially Groundbreaking Biological Stratification of Brain Expression Data

Exhibit 99.1 BullFrog AI’s Collaboration with Lieber Institute for Brain Development Yields Potentially Groundbreaking Biological Stratification of Brain Expression Data Gaithersburg, MD – January 17, 2024 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 BULLFROG AI HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

BullFrog AI Announces Issuance of Australian Patent Protecting Novel Prodrugs of Mebendazole and Their Use in Treating Cancer Issued patent provides protection for BF-223 and related compounds

Exhibit 99.1 BullFrog AI Announces Issuance of Australian Patent Protecting Novel Prodrugs of Mebendazole and Their Use in Treating Cancer Issued patent provides protection for BF-223 and related compounds Gaithersburg, MD – Date – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 BULLFROG AI HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 BULLFROG AI HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of i

BullFrog AI Issues Letter to Shareholders

Exhibit 99.1 BullFrog AI Issues Letter to Shareholders GAITHERSBURG, Md., Dec. 29, 2023 (GLOBE NEWSWIRE) — BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a technology-enabled drug development company using artificial intelligence (AI) and machine learning to enable the successful development of pharmaceuticals and biologics, issued a letter to shareholders from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDI

Commercial Agreement by and between the Company and the Lieber Institute for Brain Development dated October 13, 2023 to the Company’s Current Report on Form 8-K, filed with the SEC on October 20, 2023

Exhibit 10.1 Execution Version COMMERCIAL AGREEMENT This COMMERCIAL AGREEMENT (this “Agreement”) is entered into as of October 16, 2023 (the “Effective Date”), by and between Lieber Institute, Inc. (d/b/a: Lieber Institute for Brain Development) (“LIBD”) and BullFrog AI Management, LLC (“BFAI” or “BullFrogAI”). Each of BFAI and LIBD is sometimes referred to individually herein as a “Party” and col

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 BULLFROG AI HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of inc

BullFrog AI Announces Identification of Novel Potential Drug Targets for Colorectal Cancer Using Its AI-Driven bfLEAP™ Platform Discoveries generated by analyzing The Cancer Genome Atlas using proprietary bfLEAP™ platform Target validation will be co

Exhibit 99.1 BullFrog AI Announces Identification of Novel Potential Drug Targets for Colorectal Cancer Using Its AI-Driven bfLEAP™ Platform Discoveries generated by analyzing The Cancer Genome Atlas using proprietary bfLEAP™ platform Target validation will be conducted through partnership with J. Craig Venter Institute (JCVI), a world-leading institution in genomics research and innovation Gaithe

Investor Presentation Materials

Exhibit 99.2

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of

Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Positive Data from Preclinical Study Evaluating Novel Prodrug of Mebendazole for Treatment of Glioblastoma BullFrog AI’s patented drug

Exhibit 99.1 Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Positive Data from Preclinical Study Evaluating Novel Prodrug of Mebendazole for Treatment of Glioblastoma BullFrog AI’s patented drug BF-223 Demonstrates Anti-Cancer Activity Against Glioblastoma in Established Animal Model Gaithersburg, MD – September 26, 2023 – BullFr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 BULLFROG AI HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of

Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Launch of BullFrog Data Networks™, a Data Insights Tool Powered by the bfLEAP™ Platform Purpose-built Data Product Offers Customized V

Exhibit 99.1 Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Launch of BullFrog Data Networks™, a Data Insights Tool Powered by the bfLEAP™ Platform Purpose-built Data Product Offers Customized Visualization of Relationships and Pathways for Specific Disease Indications Built from High-dimension, Multi-modal Data Sets Gaithersburg

Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Three - Year Global Strategic Partnership with the Lieber Institute for Brain Development The Strategic Collaboration will Leverage Bu

Exhibit 99.1 Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment BullFrog AI Announces Three - Year Global Strategic Partnership with the Lieber Institute for Brain Development The Strategic Collaboration will Leverage Bullfrog AI’s bfLEAP™ AI Platform to Accelerate R&D Initiatives, Including New Drug Target And Disease Biomarker Identification Gaithersbur

Data Use and Technology Partnership Agreement dated September 7, 2023 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 14, 2023

Exhibit 10.1 Execution Version DATA USE AND TECHNOLOGY PARTNERSHIP AGREEMENT This Data Use and Technology Partnership Agreement (the “Agreement”) is made effective as of September 7, 2023 (“Effective Date”), by and between the Lieber Institute, Inc. (d/b/a: Lieber Institute for Brain Development) (“LIBD”) and BullFrog AI Management, LLC (“BullFrogAI”). LIBD and BullFrogAI are hereinafter individua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 BULLFROG AI HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41600 BULLFROG AI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incor

BullFrog AI Announces Issuance of U.S. Patent Protecting Novel Prodrugs of Mebendazole and Their Use in Treating Cancer Novel compounds show improved bioavailability relative to mebendazole

Exhibit 99.1 BullFrog AI Announces Issuance of U.S. Patent Protecting Novel Prodrugs of Mebendazole and Their Use in Treating Cancer Novel compounds show improved bioavailability relative to mebendazole Gaithersburg, MD – July 25, 2023 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a precision medicine company using artificial intelligence (AI) and machine lea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BULLFROG AI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incor

BullFrog AI Announces Appointment of Enrique García-Rivera as Vice President of Artificial Intelligence

Exhibit 99.1 BullFrog AI Announces Appointment of Enrique García-Rivera as Vice President of Artificial Intelligence New VP will enhance development of industry-leading bfLEAP™ AI platform to accelerate and optimize drug discovery process Gaithersburg, MD – July 11, 2023 – BullFrog AI Holdings, Inc. (NASDAQ: BFRG; BFRGW) (“BullFrog AI” or the “Company”), a precision medicine company using artifici

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Bullfrog AI Holdings, Inc.

As filed with the Securities and Exchange Commission on July 03, 2023

As filed with the Securities and Exchange Commission on July 03, 2023 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incorp

BullFrog AI CEO Vin Singh to Present at the Gujarati Physicians Convention 2023 More than 1,000 physicians expected to attend the Continuing Medical Education program, where this year’s scientific program theme is “Futuristic Medicine”

Exhibit 99.1 BullFrog AI CEO Vin Singh to Present at the Gujarati Physicians Convention 2023 More than 1,000 physicians expected to attend the Continuing Medical Education program, where this year’s scientific program theme is “Futuristic Medicine” Gaithersburg, MD – June 9, 2023 – BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“BullFrog AI” or the “Company”), a precision medicine company using

BullFrog AI Strengthens Capabilities of its AI Platform through Expansion of Licensing Agreement with Johns Hopkins Applied Physics Laboratory

Exhibit 99.1 BullFrog AI Strengthens Capabilities of its AI Platform through Expansion of Licensing Agreement with Johns Hopkins Applied Physics Laboratory Gaithersburg, MD – June 5, 2023 – BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“BullFrog AI” or the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine, today announced the expansion o

Amendment No. 1 to License Agreement between Bullfrog AI, Inc. and the John’s Hopkins University Applied Physics Laboratory LLC dated June 1, 2023 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2023

Exhibit 10.1 Amendment No. 1 to License Agreement with BullfrogAI, Inc. The License Agreement, effective July 8, 2021, (“Agreement”) between The Johns Hopkins University Applied Physics Laboratory LLC (“APL”) and BullfrogAI, Inc., a Delaware corporation (“Licensee”) having business offices at 325 Ellington Blvd. #317 Gaithersburg, MD 20878, is, as of June 1, 2023, amended in accordance with Sectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 BULLFROG AI HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incorp

BullFrog AI Files Quarterly Report on Form 10-Q

Exhibit 99.1 BullFrog AI Files Quarterly Report on Form 10-Q Gaithersburg, MD – May 26, 2023 – BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“BullFrog AI” or the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine, today announced it filed its Form 10-Q with the Securities and Exchange Commission (“SEC”) for the quarter ended March 31, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 BULLFROG AI HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-19437 BULLFROG AI HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41600 CUSIP NUMBER 12021E NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

BullFrog AI Files 2022 Annual Report on Form 10-K

Exhibit 99.1 BullFrog AI Files 2022 Annual Report on Form 10-K Gaithersburg, MD – April 25, 2023 – BullFrog AI Holdings, Inc. (NASDAQ:BFRG; BFRGW) (“BullFrog AI” or the “Company”), a digital technology company using machine learning to usher in a new era of precision medicine, today announced it filed its Form 10-K with the Securities and Exchange Commission (“SEC”) for its year ended December 31,

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of inco

2022 Equity Compensation Plan, incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 25, 2023.

Exhibit 10.10 BULLFROG AI HOLDINGS, INC. 2022 EQUITY INCENTIVE PLAN As adopted by the Board of Directors of Bullfrog AI Holdings, Inc. on November 30, 2022. As approved by the shareholders of Bullfrog AI Holdings, Inc. on November 30, 2022. 1. Purpose; Eligibility. 1.1 General Purpose. The name of this plan is the Bullfrog AI Holdings, Inc., 2022 Equity Incentive Plan (the “Plan”). The purposes of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT UNDER SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 001-41600 BULLFROG AI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41600 CUSIP NUMBER 12021E (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Press Release dated February 16, 2023

Exhibit 99.2

Underwriting Agreement between the Company and WallachBeth Capital LLC dated February 14, 2023, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023.

EX-1.1 2 ex1-1.htm Exhibit 1.1 BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT 1,297,318 Units, Each Consisting of One Share of Common Stock, One Warrant to Purchase One Share of Common Stock, and One Non-tradeable Warrant to Purchase One Share of Common Stock February 14, 2023 WallachBeth Capital LLC Harborside Financial Center Plaza 5 185 Hudson Street, Ste 1410 Jersey City, NJ 07311 As Repres

Form of Warrant Agent Agreement for the Warrants to be issued as part of the Units to be sold in the Offering, incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2023.

Exhibit 1.2 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Warrant Agreement”), dated as of February 16, 2023 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Und

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in charter) Nevada 001-41600 84-4786155 (State or other jurisdiction (Commission (IRS Employer of i

Press Release dated February 14, 2023

Exhibit 99.1

1,297,318 Units Each Unit Consisting of One Share of Common Stock, One Warrant to Purchase One share of Common Stock, and One Non-tradeable Warrant to Purchase One Share of Common Stock and the 2,594,636 Shares of Common Stock underlying such Warrant

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-267951 1,297,318 Units Each Unit Consisting of One Share of Common Stock, One Warrant to Purchase One share of Common Stock, and One Non-tradeable Warrant to Purchase One Share of Common Stock and the 2,594,636 Shares of Common Stock underlying such Warrants BULLFROG AI HOLDINGS, INC. This is a firm commitment initial public offering

WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 10, 2023

CORRESP 1 filename1.htm WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 10, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-267951) Concurrence in Accel

As filed with the Securities Exchange Commission on February 13, 2023

As filed with the Securities Exchange Commission on February 13, 2023 Registration No.

February 10, 2023

CORRESP 1 filename1.htm February 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-267951 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Bullfrog AI Holdings, I

February 10, 2023

February 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

February 8, 2023

CORRESP 1 filename1.htm February 8, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc Withdrawal of Acceleration Request - Registration Statement on Form S-1 File No. 333-267951 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on February 1, 2023 , in which

February 7, 2023

February 7, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 7, 2023

CORRESP 1 filename1.htm WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 7, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-267951) Concurrence in Accele

WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 1, 2023

WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 February 1, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-267951) Concurrence in Acceleration Request Ladies an

February 1, 2023

February 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

January 31, 2023

January 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

January 23, 2023

January 23, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 January 23, 2023

CORRESP 1 filename1.htm WallachBeth Capital, LLC Harborside Financial Plaza 5 185 Hudson St., Suite 1410 Jersey City, NJ 07311 January 23, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bullfrog AI Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-267951) Concurrence in Accele

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BULLFROG AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 84-4786155 (State or incorporation or organization) (I.R.S. Employer Identification No.) 325 Ellington Blvd.

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

CORRESP 1 filename1.htm BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 January 17, 2023 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed January 10, 2023 File No. 333-267951 Dear Mr.

Registration Fee Table

EX-FILING FEES 8 ex107.htm CALCULATION OF FILING FEE TABLES EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bullfrog AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offer

Form of Convertible Promissory Note

Exhibit 4.7 [FORM OF NON-TRADEABLE WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(d) OF THIS WARRANT. BULLFROG AI HOLDINGS, INC. Non-tradeable Warrant To Purchase Common Stock Warrant No.: Date of Issuance: [*], 2023 (“Issuance Date”) Bullfrog AI Holdings, Inc., a Nevada corporatio

Form of Underwriting Agreement

Exhibit 1.1 BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT 1,317,647 Units, Each Consisting of One Share of Common Stock, One Warrant to Purchase One Share of Common Stock, and One Non-tradeable Warrant to Purchase One Share of Common Stock January , 2023 WallachBeth Capital LLC Harborside Financial Center Plaza 5 185 Hudson Street, Ste 1410 Jersey City, NJ 07311 As Representative of the Severa

Form of (Tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement (contained in form of warrant agent agreement filed as Exhibit 4.4).

Exhibit 4.4 FORM OF WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [], 2023 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Unde

As filed with the Securities Exchange Commission on January 10, 2023

As filed with the Securities Exchange Commission on January 10, 2023 Registration No.

Form of (Non-tradeable) Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement.

Exhibit 4.8 [FORM OF NON-TRADEABLE WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(d) OF THIS WARRANT. BULLFROG AI HOLDINGS, INC. Non-tradeable Warrant To Purchase Common Stock Warrant No.: Date of Issuance: [*], 2023 (“Issuance Date”) Bullfrog AI Holdings, Inc., a Nevada corporatio

Patent License Agreement between the Company and George Washington University, dated January 14, 2022 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 10.6 CONFIDENTIAL THE GEORGE WASHINGTON UNIVERSITY Patent License Agreement This Patent License Agreement (this ?Agreement?) is between the George Washington University, a congressionally chartered not-for-profit corporation (?University?) located in the District of Columbia, and BullFrog AI Holdings, Inc., a Nevada corporation, having a principal place of business at 325 Ellington Blvd.,

As filed with the Securities Exchange Commission on December 8, 2022

As filed with the Securities Exchange Commission on December 8, 2022 Registration No.

Exclusive License Agreement between the Company and Johns Hopkins University, dated February 22, 2022 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 10.7 EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and BullFrog AI Holdings, Inc. JHU Agreement Number A40219 This AGREEMENT is entered into by and between the Johns Hopkins University (?JHU?), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218- 2695, and BullFrog AI Holdings, Inc., (?LICENSEE?), a Nevada corporation having an address at 3

License Agreement between the Company and Johns Hopkins University (JHU) and the Institute of Organic Chemistry and Biochemistry (IOCB) of the Czech Academy of Sciences, dated October 13, 2022 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 10.9

License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated February 7, 2018 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 10.5 LICENSE AGREEMENT This License Agreement (?Agreement?) is between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, with its principal office at 11100 Johns Hopkins Road, Laurel, MD 20723-6099 (hereinafter ?JHU/APL?) and Bullfrog Al Inc. (hereinafter ?Company?), having an address at PO Box 336, Boyds, MD 20841. This Agreement consists o

License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated July 8, 2022 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 10.8 APL PROPRIETARY/CONFIDENTIAL BullfrogAI Prometheus License, July 2022 LICENSE AGREEMENT This license agreement (the ?Agreement?) is entered into and made effective as of July 8, 2022 (the ?Effective Date?) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 2072

List of significant subsidiaries of Bullfrog AI Holdings, Inc., incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

EX-21.1 8 ex21-1.htm Exhibit 21.1 List of Subsidiaries of Norwegian Cruise Line Holdings Ltd. Name of Subsidiary Jurisdiction of Incorporation or Organization BullFrog AI, Inc Nevada BullFrog Management, LLC Nevada

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 December 8, 2022 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted November 28, 2022 File No. 333-267951 Dear Mr. Howes: On be

Code of Ethics

Exhibit 14.1 BULLFROG AI HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction. The Board of Directors of Bullfrog AI Holdings, Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Business Conduct and Ethics (the ?Code?) in order to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; ? promote ful

Code of Ethics

EX-14.1 5 ex14-1.htm Exhibit 14.1 BULLFROG AI HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction. The Board of Directors of Bullfrog AI Holdings, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) in order to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of in

Exclusive License Agreement between the Company and Johns Hopkins University, dated February 22, 2022

Exhibit 10.6 EXCLUSIVE LICENSE AGREEMENT Johns Hopkins University and BullFrog AI Holdings, Inc. JHU Agreement Number A40219 This AGREEMENT is entered into by and between the Johns Hopkins University (?JHU?), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218- 2695, and BullFrog AI Holdings, Inc., (?LICENSEE?), a Nevada corporation having an address at 3

License Agreement between the Company and Johns Hopkins Applied Physics Laboratory LLC, dated July 8, 2022

Exhibit 10.7 APL PROPRIETARY/CONFIDENTIAL BullfrogAI Prometheus License, July 2022 LICENSE AGREEMENT This license agreement (the ?Agreement?) is entered into and made effective as of July 8, 2022 (the ?Effective Date?) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 2072

As filed with the Securities Exchange Commission on November 28, 2022

As filed with the Securities Exchange Commission on November 28, 2022 Registration No.

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 November 28, 2022 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Amendment No.1 to Draft Registration Statement on Form S-1 Submitted November 7, 2022 File No. 333-267951 Dear Mr. Howes: On beh

Registration Fee Table

EX-FILING FEES 8 ex107.htm EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bullfrog AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi

List of significant subsidiaries of Bullfrog AI Holdings, Inc.

Exhibit 21.1 List of Subsidiaries of Norwegian Cruise Line Holdings Ltd. Name of Subsidiary Jurisdiction of Incorporation or Organization BullFrog AI, Inc Nevada BullFrog Management, LLC Nevada

Patent License Agreement between the Company and George Washington University, dated January 14, 2022

EX-10.5 2 ex10-5.htm Exhibit 10.5 CONFIDENTIAL THE GEORGE WASHINGTON UNIVERSITY Patent License Agreement This Patent License Agreement (this “Agreement”) is between the George Washington University, a congressionally chartered not-for-profit corporation (“University”) located in the District of Columbia, and BullFrog AI Holdings, Inc., a Nevada corporation, having a principal place of business at

List of significant subsidiaries of Bullfrog AI Holdings, Inc.

Exhibit 21.1 List of Subsidiaries of Norwegian Cruise Line Holdings Ltd. Name of Subsidiary Jurisdiction of Incorporation or Organization BullFrog AI, Inc Nevada BullFrog Management, LLC Nevada

As filed with the Securities Exchange Commission on November 7, 2022

As filed with the Securities Exchange Commission on November 7, 2022 Registration No.

Consent of Don Elsey

EX-99.3 5 ex99-3.htm Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of dir

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 November 7, 2022 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Registration Statement on Form S-1 Filed October 19, 2022 CIK No. 0001829247 Dear Mr. Howes: On behalf of BullFrog AI Holdings, I

Consent of William Enright

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of BullFrog AI

Code of Ethics

Exhibit 14.1 BULLFROG AI HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS 1. Introduction. The Board of Directors of Bullfrog AI Holdings, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) in order to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; ● promote ful

Registration Fee Table

EX-FILING FEES 8 ex107.htm EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bullfrog AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi

Consent of Jason Hanson

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of BullFrog AI

Form of Securities Purchase Agreement

Exhibit 4.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April [*], 2022, by and between BullFrog AI Holdings, Inc., a Nevada corporation (the ?Company?), and each lender party that executes the signature page hereto as a purchaser (each, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions set forth i

Form of Registrant’s Common Stock certificate

Exhibit 4.1

Advisor Agreement between the Company and Greentree Financial Group, Inc.

EX-10.3 13 ex10-3.htm Exhibit 10.3 Greentree Financial Group, Inc. FL Office 7951 SW 6th St., Ste. 216 Plantation, Florida 33324 Tel: 954-424-2345 Fax:954-424-2230 NC Office 19720 Jetton Road, 3rd Floor Cornelius, NC 28301 Tel: 704-892-8733 Fax:704-892-6487 June 23, 2021 PERSONAL AND CONFIDENTIAL BullFrog AI Holdings, Inc. 325 Ellington Blvd., #317 Gaithersburg, MD 20878 Attn: Vin Singh – Chief Ex

License Agreement

Exhibit 10.2 APL proprietary/confidential BullfrogAI Prometheus License, July 2022 LICENSE AGREEMENT This license agreement (the ?Agreement?) is entered into and made effective as of July 8, 2022 (the ?Effective Date?) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 2072

Consent of Don Elsey**

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of BullFrog AI

Amended and Restated Articles of Incorporation of Bullfrog AI Holdings, Inc. incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 3.1

Bylaws of Bullfrog AI Holdings, Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

Exhibit 3.2

Consent of William Enright**

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of BullFrog AI

Acquisition Agreement with Bullfrog AI, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-267951) filed with the Securities and Exchange Commission on February 13, 2023.

EX-10.1 11 ex10-1.htm Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement is made this 2nd day of June, 2020 by and between Bullfrog AI Holdings, Inc. a Nevada corporation (“Holdings”), and Vininder (Vin) Singh. W I T N E S S E T H WHEREAS, Vininder Singh (“Shareholder”) desires to exchange his shares in Bullfrog AI, Inc., a Delaware corporation, Bullfrog Delaware for shares in Holdings; WHERE

Employment Agreement

Exhibit 10.5

Form of Underwriting Agreement

EX-1.1 2 ex1-1.htm Exhibit 1.1 BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT [*] Units Consisting of [*] Shares of Common Stock, And Warrants to Purchase [*] Shares of Common Stock \ October , 2022 WallachBeth Capital LLC Harborside Financial Center Plaza 5 185 Hudson Street, Ste 1410 Jersey City, NJ 07311 As Representative of the Several Underwriters Named on Schedule I hereto Ladies and Gent

As filed with the Securities Exchange Commission on October 19, 2022

As filed with the Securities Exchange Commission on October 19, 2022 Registration No.

Form of Convertible Promissory Note

Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Charter of Compensation Committee

EX-99.2 18 ex99-2.htm Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF BULLFROG AI HOLDINGS, INC. Membership The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Bullfrog AI Holdings, Inc. (the “Company”) shall consist of two or more directors. Each member of the Committee shall be independent in accordance with the rules of the NASDAQ Stock Market LLC (“NAS

Consent of Jason Hanson**

EX-99.5 21 ex99-5.htm Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by BullFrog AI Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of di

Registration Fee Table

EX-FILING FEES 22 ex107.htm CALCULATION OF FILING FEE TABLES EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bullfrog AI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offe

Consulting Agreement between the Company and Garrett Newman

Exhibit 10.4 Gerald R. Newman & Associates 162 N. Hamel Drive Suite 101 Beverly Hills, California 90211 Tel. (310) 871-3996 Fax (310) 289-1015 Email [email protected] June 23, 2021 PERSONAL AND CONFIDENTIAL BullFrog AI Holdings, Inc. 325 Ellington Blvd., #317 Gaithersburg, MD 20878 Attn: Vin Singh ? Chief Executive Officer Dear Mr. Singh, This Business Services Development Agreement (the ?Agreem

Form of Common Stock Purchase Warrant to be issued to Holders of the Registrant’s Convertible Promissory Notes.

EX-4.3 6 ex4-3.htm Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

Charter of Audit Committee

Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF BULLFROG AI HOLDINGS, INC. Membership The Audit Committee (the ?Committee?) of the board of directors (the ?Board?) of Bullfrog AI Holdings, Inc. (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934 and the ru

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 October 19, 2022 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Amendment No.1 to Draft Registration Statement on Form S-1 Submitted August 15, 2022 CIK No. 0001829247 Dear Mr. Howes: On behalf

Form of Common Stock Purchase Warrant to be issued as part of the Units to be sold in the Offering pursuant to the Warrant Agent Agreement (contained in form of underwriting agreement filed as Exhibit 4.4).

Exhibit 4.4 WARRANT AGENT AGREEMENT This Warrant Agent Agreement (this ?Warrant Agreement?), dated as of October [], 2022 (the ?Issuance Date?) between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the ?Company?), and VStock Transfer, LLC, a California limited liability company (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwr

AS CONFIDENTIALLY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022. THIS DRAFT REGISTRATION STATEMENT HAS NOT BEEN PUBLICLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL INFORMATION HEREIN REMAINS CONFIDENTIAL

AS CONFIDENTIALLY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022.

BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878

DRSLTR 1 filename1.htm BullFrog AI Holdings, Inc. 325 Ellington Blvd., Unit 317 Gaithersburg, MD 20878 August 15, 2022 Tyler Howes Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BullFrog AI Holdings, Inc. Draft Registration Statement on Form S-1 Submitted June 10, 2022 CIK No. 0001829247 Dear Mr. Howes: On beha

AS CONFIDENTIALLY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10th, 2022 THIS DRAFT REGISTRATION STATEMENT HAS NOT BEEN PUBLICLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL INFORMATION HEREIN REMAINS CONFIDENTIAL

DRS 1 filename1.htm AS CONFIDENTIALLY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10th, 2022 THIS DRAFT REGISTRATION STATEMENT HAS NOT BEEN PUBLICLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND ALL INFORMATION HEREIN REMAINS CONFIDENTIAL Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE S