Bullfrog AI Holdings Inc美股招股说明书(2026-04-01版)

BullFrog AI Holdings, Inc. Up to $4.3 million Of Shares of Common Stock This prospectus supplement (this “Prospectus Supplement No. 3”) amends and supplements certain information in our prospectus,dated August 21, 2024 (the “Base Prospectus”), the prospectus supplement dated April 25, 2025 (“Prospectus Supplement No. 1”), andthe prospectus supplement dated November 7, 2025 (“Prospectus Supplement No. 2”, and together with Prospectus Supplement No. 1and the Base Prospectus, the “ATM Prospectus”), each filed with the U.S. Securities and Exchange Commission as part of ourregistration statement on Form S-3 (333-281341), relating to the offer and sale of shares of our common stock, $0.00001 par value pershare, from time to time pursuant to the terms of the At-the-Market Sales Agreement, or the Sales Agreement, with BTIG, LLC, or thesales agent. This Prospectus Supplement No. 3 should be read in conjunction with the ATM Prospectus, and is qualified by referencethereto, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus. ThisProspectus Supplement No. 3 is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus,and any future amendments or supplements thereto. Our common stock is listed on the Nasdaq Capital Market under the symbol “BFRG.” On April 1, 2026, the last reported sale price ofour common stock was $1.62 per share. As of April 1, 2026, the aggregate market value of our outstanding common stock held bynon-affiliates (the “Public Float”) was approximately $27.0 million based on 18,447,105 total shares of outstanding common stock, ofwhich approximately 16.0 million shares were held by non-affiliates, and a price of $1.68 per share, which was the closing price of ourcommon stock on the Nasdaq Capital Market on March 31, 2026, the highest closing sale price of our common stock on the NasdaqCapital Market within 60 days prior to the date of this Prospectus Supplement No. 3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third of our PublicFloat in any 12-calendar month period so long as our public float remains below $75.0 million. We have not offered any securitiespursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of thisProspectus Supplement No. 3, other than our offering of shares of common stock pursuant to the ATM Prospectus, having an aggregatevalue of approximately $4.7 million. As of April 1, 2026, one-third of the Public Float was equal to approximately $9.0 million,leaving approximately $4.3 million available for issuance under this Prospectus Supplement No. 3. Sales of our common stock, if any, under this Prospectus Supplement No. 3 will be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. The sales agent isnot required to sell any specific number of securities but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. If our public float increases such that we may sell additional amounts of common stock in excess of the aforementioned aggregateoffering price under the Sales Agreement and the registration statement and ATM Prospectus, which this Prospectus Supplement No. 3amends, we will file another prospectus supplement prior to making such additional sales in excess of the aforementioned aggregateoffering price. In the event that our public float increases above $75.0 million, we will no longer be subject to the limit in GeneralInstruction I.B.6 of Form S-3, and in such event, we will file another prospectus supplement prior to making additional sales abovesuch limit. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose importantinformation to you by referring you to these documents. The information incorporated by reference is an important part of thisprospectus supplement, and information that we file after the date hereof with the SEC will automatically update and supersede theinformation already incorporated by reference. We are incorporating by reference the documents listed below, which we have alreadyfiled with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, exceptas to any portion of any future report or document that is not deemed filed under such provisions, after the date of this prospectussupplement and prior to the termination of this offering: ●Annual Report onForm 10-Kfor the