0001829247 false 0001829247 2023-09-13 2023-09-13 0001829247 BFRG:CommonStockParValue0.00001PerShareMember 2023-09-13 2023-09-13 0001829247 BFRG:TradeableWarrantsMember 2023-09-13 2023-09-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549






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



(Exact name of registrant as specified in charter)


Nevada   001-41600   84-4786155
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


325 Ellington Blvd, Unit 317

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)


(240) 658-6710

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $ 0.00001 per share   BFRG   The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Tradeable Warrants   BFRGW   The Nasdaq Stock Market LLC (The Nasdaq Capital Market)


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth


If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 1.01 Entry into a Material Definitive Agreement


On September 8, 2023, Bullfrog AI Holdings, Inc. (the “Company”), entered a data use and technology partnership agreement (the “Agreement”) with the Lieber Institute for Brain Development (LIBD). The Agreement covers the right of BullFrog AI to leverage its bfLEAP™ platform to mine LIBD’s comprehensive brain data, including transcriptomic, genomic, DNA methylation, cell-line, clinical, and imaging data to identify previously unrecognized relationships. The Agreement is exclusive for one year, subject to extension and is a fully paid, royalty free license. The Agreement contemplates the parties ultimately entering into a commercialization agreement with respect to the commercialize of the data and revenue splitting between the parties. The description of the Agreement is a summary and is qualified in its entirety by the actual Agreement filed as Exhibit 10.1 hereto which is incorporated by reference herein.


Item 7.01 Regulation FD Disclosure


On September 13, 2023, Bullfrog AI Holdings, Inc. issued a press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.


Item 9.01 Financial statements and Exhibits


(d) Exhibits.


Exhibit Number   Description
Exhibit 10.1


Data Use and Technology Partnership Agreement dated September 7, 2023
Exhibit 99.1  

Press Release dated September 13, 2023



  Cover Page Interactive Data File (embedded within the Inline XBRL document)







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 14, 2023


By: /s/ Vininder Singh  
  Vininder Singh  
  Chief Executive Officer