10-Q: Bullfrog AI Faces Liquidity Crisis Amid Q2 Loss

Sentiment:

Quarterly Report


Bullfrog AI Holdings, Inc. reported a net loss of $1.45 million for Q2 2025 and disclosed substantial doubt about its ability to continue as a going concern due to insufficient cash to fund operations for the next year.

Delay expectedIf the company does not raise sufficient funds in a timely manner, it may be forced to delay, scale back, or eliminate some or all of its research and product development programs and/or capital expenditures.
Capital raiseThe company anticipates raising additional capital through various avenues, including sales of equity securities, debt transactions, licensing agreements, and collaborative arrangements.An At-The-Market (ATM) Sales Agreement with BTIG, LLC allows for the sale of common stock with an aggregate offering price of up to $20.0 million.As of June 30, 2025, approximately $19.7 million of capacity remains under the ATM Agreement, but the amount permitted to be raised is limited to approximately $2.8 million in any 12-month period based on public float.Subsequent to June 30, 2025, the company raised approximately $710,000 in gross proceeds through sales of common stock pursuant to the ATM Agreement.
Worse than expectedCash and cash equivalents decreased significantly from $5.4 million at December 31, 2024, to $2.5 million at June 30, 2025.The company's cash position is not sufficient to fund planned operations for at least a year, raising substantial doubt about its ability to continue as a going concern.Net cash used in operating activities increased to $3.23 million for the six months ended June 30, 2025, compared to $3.13 million in the prior year period, indicating a higher cash burn.Net cash provided by financing activities decreased significantly to $0.37 million for the six months ended June 30, 2025, from $6.12 million in the prior year period, reflecting reduced capital inflow.Unremediated material weaknesses in internal controls over financial reporting persist, indicating ongoing operational and financial reporting risks.

Summary

  • The company reported a net loss of $1,448,729 for the three months ended June 30, 2025, and $3,466,282 for the six months ended June 30, 2025.
  • Cash and cash equivalents decreased significantly from $5,435,983 at December 31, 2024, to $2,473,635 at June 30, 2025.
  • The company's cash position of approximately $2.6 million (including restricted cash) is not sufficient to fund planned operations for at least a year, raising substantial doubt about its ability to continue as a going concern.
  • First collaboration revenue of $33,257 was recognized for the six months ended June 30, 2025, from a single agreement.
  • Net cash used in operating activities increased to $3,230,098 for the six months ended June 30, 2025, compared to $3,132,149 in the prior year period.
  • Net cash provided by financing activities decreased significantly to $372,750 for the six months ended June 30, 2025, from $6,121,507 in the prior year period.
  • Material weaknesses in internal controls over financial reporting identified at December 31, 2023, remain unremediated as of June 30, 2025.

Sentiment

Score: 3

Explanation: The company faces severe liquidity challenges and has expressed substantial doubt about its ability to continue as a going concern. While it has recognized initial revenue and is actively pursuing financing, the current cash burn and limited immediate capital raising capacity present significant risks. Unremediated internal control weaknesses further compound the negative outlook.

Positives

  • The company recognized its first collaboration revenue of $33,257 for the six months ended June 30, 2025, indicating initial commercialization efforts.
  • Net loss per common share improved to $(0.36) for the six months ended June 30, 2025, compared to $(0.46) in the prior year period.
  • Ongoing efforts to remediate material weaknesses in internal controls, including hiring a Corporate Controller and engaging a third-party specialist, are in progress.

Negatives

  • The company's cash balance of approximately $2.6 million as of June 30, 2025, is insufficient to fund planned operations for at least a year, raising substantial doubt about its ability to continue as a going concern.
  • Cash and cash equivalents decreased by over 50% from $5.4 million at December 31, 2024, to $2.5 million at June 30, 2025.
  • Net cash used in operating activities increased, indicating a higher cash burn rate from core operations.
  • Net cash provided by financing activities significantly declined, highlighting reduced access to capital compared to the prior year.
  • The accumulated deficit increased to over $20.2 million as of June 30, 2025, reflecting continued losses.
  • Material weaknesses in internal controls over financial reporting remain unremediated, posing a risk to financial reporting accuracy.

Risks

  • The company's ability to continue as a going concern is dependent on obtaining necessary financing or revenues, which is not assured.
  • Insufficient capital may force delays, scaling back, or elimination of research and product development programs and/or capital expenditures.
  • There is no assurance that funding sources, including the At-The-Market (ATM) Agreement, will provide sufficient capital when needed or on acceptable terms.
  • The company has incurred negative cash flows from operations and operated at a net loss since inception, indicating a history of unprofitability.
  • Material weaknesses in internal controls over financial reporting could lead to material misstatements in financial statements.
  • The success of clinical development programs requires finding partners and establishing third-party relationships for execution and completion of clinical trials.
  • Reliance on license agreements with universities (JHU-APL, GWU, JHU) for intellectual property, which include minimum annual royalty payments and milestone payments.

Future Outlook

The company anticipates requiring additional capital to continue executing its strategy, which includes sales of equity securities, debt transactions, licensing agreements, and collaborative arrangements. There is no assurance that such funding will be sufficient or available on acceptable terms. If timely funding is not secured, the company may be forced to delay, scale back, or eliminate research and product development programs or capital expenditures. The company intends to continue evolving and improving its bfLEAP AI/ML platform and seeking partners for clinical development programs.

Management Comments

  • "The Company anticipates raising this additional capital through various avenues including sales of equity securities, debt transactions, licensing agreements and collaborative arrangements."
  • "Although management believes that such funding sources will be available, including pursuant to the Companys at-the-market common stock sales facility provided by our ATM Agreement, there can be no assurance that any such arrangements will provide sufficient capital when needed to allow the Company to continue its operations, or if available, be on terms acceptable to it."
  • "If the Company does not raise sufficient funds in a timely manner, among other things, it may be forced to delay, scale back or eliminate some or all of its research and product development programs and/or capital expenditures or enter into arrangements on unfavorable terms."

Industry Context

The company operates in the rapidly evolving intersection of artificial intelligence/machine learning and healthcare, specifically focusing on drug development. This sector aims to address the high costs and failure rates associated with traditional therapeutic development by leveraging advanced data analytics for precision medicine. The company's strategy of enabling ongoing clinical trials and rescuing late-stage failed drugs aligns with industry trends seeking to optimize R&D efficiency and reduce investment risk in drug pipelines.

Comparison to Industry Standards

  • NA The filing does not provide specific comparable companies, projects, or detailed industry benchmarks to assess the company's financial or operational results against.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Corporate ControllerNAHired in 20242024Part of remediation efforts for internal controls over financial reporting.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessesMaterial weaknesses in internal controls over financial reporting identified at December 31, 2023, remain unremediated as of June 30, 2025.OngoingThere is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.
Internal Control Remediation EffortsOngoing efforts include transitioning day-to-day accounting processes to an external firm, automating vendor payments, transferring to an enterprise accounting platform, reviewing control design and effectiveness, creating an annual risk assessment, ongoing monitoring, hiring a Corporate Controller, and engaging a third-party specialist.OngoingAimed at improving internal control over financial reporting, but implementation is ongoing and requires validation and testing of design and operating effectiveness over a sustained period.

Legal Proceedings

  • The company is currently not a party to any legal proceedings that are deemed to be material to its financial condition or results of operations.

Related Party Transactions

  • NA The filing does not disclose any material related party transactions beyond standard executive compensation and a previously disclosed 10b5-1 sales plan for the CEO.

Stakeholder Impact

  • Shareholders face significant dilution risk from potential future equity raises necessary to fund operations and address going concern issues.
  • Employees may experience uncertainty or potential impacts on programs and job security if the company is forced to delay or scale back research and development efforts due to insufficient funding.
  • Customers and partners could be affected by potential delays or reductions in service offerings and drug development programs if the company's financial condition deteriorates.
  • Creditors face increased risk due to the company's disclosed substantial doubt about its ability to continue as a going concern and its reliance on future financing.

Next Steps

  • Obtain necessary financing or revenues to meet obligations and continue operations.
  • Raise additional capital through equity sales, debt transactions, licensing agreements, and collaborative arrangements.
  • Continue to evolve and improve the bfLEAP AI/ML platform.
  • Seek partners to support clinical development programs and establish third-party relationships for clinical trial execution.
  • Continue implementing improvements to internal controls over financial reporting to remediate identified material weaknesses.

Key Dates

DateDescription
2020-02-06Bullfrog AI Holdings, Inc. incorporated in the State of Nevada.
2021-10-31Company executed an amendment to the original JHU-APL license for improvements and new advanced analytics capabilities.
2022-01-31Company entered into an exclusive, world-wide, royalty-bearing license from George Washington University (GWU) for rights to use siRNA targeting Beta2-spectrin.
2022-02-28Company entered into an exclusive, world-wide, royalty-bearing license from Johns Hopkins University (JHU) for the use of an improved formulation of Mebendazole.
2022-07-31Company entered into an exclusive, world-wide, royalty-bearing license from JHU-APL for additional technology, superseding the previous 2018 License Agreement.
2022-10-31Company entered into an exclusive, world-wide, royalty-bearing license from JHU and IOCB for N-substituted prodrugs of Mebendazole.
2022-11-30The company's Board of Directors adopted, and shareholders approved, the 2022 Equity Incentive Plan.
2023-05-31Company and JHU-APL entered into Amendment Number 1 of the 2022 License Agreement.
2023-07-31First payment of $75,000 made for Amendment Number 1 of the 2022 JHU-APL License Agreement.
2023-09-3050,000 shares sold under CEO's 10b5-1 sales plan.
2024-02-29Underwritten public offering completed, generating approximately $5.7 million of net proceeds.
2024-03-31Pre-funded warrants from the October 2024 offering were exercised in their entirety in cashless exercise transactions.
2024-10-31Registered direct offering and concurrent private placement completed, generating approximately $2.7 million of net proceeds.
2025-04-25Company entered into an At-The-Market (ATM) Sales Agreement with BTIG, LLC.
2025-06-30End of the quarterly reporting period.
2025-06-30Second payment of $75,000 made for Amendment Number 1 of the 2022 JHU-APL License Agreement.
2025-06-30Approximately $0.2 million of net proceeds received from the sale of common stock under the ATM Agreement.
2025-08-12Number of common shares issued and outstanding was 10,081,340.
2025-08-13Filing date of the Quarterly Report on Form 10-Q.
2025-08-31CEO's 10b5-1 sales plan is set to expire.
2025-07-01Subsequent to this date, the company continued to raise capital through sales of shares of its common stock under its ATM Agreement, raising approximately $710,000 gross proceeds.

Recommendation

sell

The company faces severe financial distress, evidenced by a significant cash burn, rapidly dwindling cash reserves, and a formal disclosure of substantial doubt about its ability to continue as a going concern. While initial revenue has been recognized, it is insufficient to offset operating losses. The reliance on future capital raises, coupled with limited immediate capacity under its ATM facility and persistent internal control weaknesses, indicates a high probability of further dilution and continued financial instability. These factors present an exceptionally high-risk profile, making the stock an unfavorable investment.

Keywords

AI, Machine Learning, Healthcare AI, Drug Discovery, Biotech, Pharmaceutical, SEC Filing, 10-Q, Financial Report, Going Concern, Liquidity, Clinical Trials, bfLEAP, Biopharma

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