Bullfrog AI Holdings Inc 2025年度报告

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, 2025 ☐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, INC.(Exact name of registrant as specified in its charter) 325 Ellington Blvd., Unit 317Gaithersburg, MD 20878 (Address of principal executive offices) Registrant’s telephone number:(240) 658-6710 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if registrant is a well-known seasoned issuer, as defined under Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $11.0million. Shares of common stock held by each officer and director of the registrant on June 30, 2025 have been excluded in that suchpersons may be deemed to be affiliates. The number of shares of the registrant’s common stock outstanding as of March 18, 2026 was 12,664,387. Documents incorporated by reference None. TABLE OF CONTENTS PagePart IItem 1Business4Item 1ARisk Factors24Item 1BUnresolved Staff Comments35Item 1CCybersecurity36Item 2Properties36Item 3Legal Proceedings37Item 4Mine Safety Disclosures37Part IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities37Item 6Reserved37Item 7Management’s Discussion and Analysis of Financial Condition and Plan of Operation37Item 7AQuantitative and Qualitative Disclosures About Market Risk44Item 8Financial Statements and Supplementary Data44Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44Item 9AControls and Procedures44Item 9BOther Information45Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections45Part IIIItem 10Directors, Executive Officers and Corporate Governance46Item 11Executive Compensation50Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters52Item 13Certain Relationships and Related Transactions, and Director Independence54Item 14Principal Accounting Fees and Services55Part IVItem 15Exhibits and Financial Statement Schedules56Item 16Form 10-K Summary58Signatures592 In this report, unless the context indicates otherwise, the terms “Company,” “we,” “us,” “our” and similar words refer to BullFrog AIHoldings, Inc. (“BullFrog