BullFrog AI Holdings Inc.
08/20/2026 | Press release | Distributed by Public on 08/20/2026 07:01
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on February 10, 2026, BullFrog AI Holdings, Inc. (the "Company") received a letter from the listing staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the then-preceding 30 consecutive business days, the closing bid price for the Company's common stock, par value $0.00001 per share , was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Market (the "Minimum Bid Price Requirement") pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Notice"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until August 10, 2026, to regain compliance with the Minimum Bid Price Requirement.
On August 18, 2026, Nasdaq notified the Company that, while the Company has not yet regained compliance with the Minimum Bid Price Requirement, the Staff had determined that the Company is eligible for an additional 180 calendar day period, or until February 8, 2027 (the "Second Compliance Period"), to regain compliance. In connection with the grant of the Second Compliance Period, the Company provided notice to Nasdaq that, if not cured organically, it intended to cure the bid price deficiency by effecting a reverse stock split prior to the end of the Second Compliance Period. Notably, at a Special Meeting of Stockholders in October 2025, the Company received stockholder approval to effect a reverse stock split at a ratio of not less than 1-to-2 and not more than 1-to-15, such ratio and timing to be determined in the discretion of our Board of Directors. If at any time during the Second Compliance Period, the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance. The Staff may, in its discretion, require the Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance. If the Company does not regain compliance by February 8, 2027, the Company's listed securities will be subject to delisting. The Company would thereafter have the right to appeal a determination to delist the Company's securities to a Nasdaq Hearings Panel.
The Company intends to monitor the closing bid price of its common stock and assess potential options to regain compliance with the Minimum Bid Price Requirement. While the Company plans to review all available options, there can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the Second Compliance Period or maintain compliance with the other Nasdaq listing requirements.
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