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., Unit 317
Gaithersburg, MD 20878
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Common Stock, par value $0.00001 per share | The Nasdaq Stock Market LLC | |
Warrants to purchase shares of Common Stock, par value $0.00001 | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-267951
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the securities of Bullfrog AI Holdings, Inc., a Nevada Corporation (the “Registrant”), to be registered hereunder set forth under the caption “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-267951) as originally filed with the Securities and Exchange Commission on October 19, 2022, including any subsequent amendments thereto (the “Form S-1”), and in the prospectus to be filed by the Registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which prospectus will constitute a part of the Form S-1, is hereby incorporated by reference in response to this item.
Item 2. Exhibits.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed hereunder because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: January 23, 2023 | bullfrog ai holdings, inc. | |
By: | /s/ Vininder Singh | |
Name: | Vininder Singh | |
Title: | Chief Executive Officer (Principal Executive Officer) |