8-K: Bullfrog AI Holdings Enters $20 Million At-The-Market Sales Agreement with BTIG

Bullfrog AI Holdings, Inc. has entered into an agreement with BTIG, LLC to sell up to $20 million of its common stock through an at-the-market offering.

Summary

• Bullfrog AI Holdings, Inc. (BFRG) entered into an At-The-Market Sales Agreement with BTIG, LLC on April 25, 2025.
• The agreement allows the company to offer and sell shares of its common stock, with an aggregate offering price of up to $20 million.
• BTIG will act as the sales agent for the company, selling shares from time to time at the company's discretion.
• The shares will be offered and sold pursuant to the company's existing Registration Statement on Form S-3.
• Bullfrog AI is not obligated to sell any shares, and BTIG is not required to sell any specific amount.
• Both parties can suspend or terminate the offering under certain conditions.
• BTIG will receive a commission of 3% of the gross sales price for any shares sold.
• The company has provided BTIG with customary representations, warranties, and indemnification.
• The offering will be conducted in compliance with Rule 415 of the Securities Act of 1933, allowing for sales directly on the Nasdaq Capital Market or any other existing trading market for the common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The announcement is a standard financial transaction (ATM offering). It provides the company with capital but also dilutes existing shareholders.

Positives

• The agreement provides Bullfrog AI with flexibility in raising capital, allowing them to sell shares at their discretion.
• The at-the-market offering structure allows the company to take advantage of favorable market conditions.
• The funds raised can be used for general corporate purposes, strengthening the company's financial position.

Negatives

• The offering could dilute existing shareholders' ownership.
• The company will incur commission expenses of 3% on the gross sales price of shares sold.
• There is no guarantee that the company will be able to sell all $20 million worth of shares.

Risks

• Market conditions may not be favorable for selling shares at desired prices.
• The offering could put downward pressure on the company's stock price.
• Failure to raise the full $20 million could impact the company's growth plans.

Future Outlook

The company may offer and sell shares of its common stock from time to time in its sole discretion through BTIG as its sales agent. The company is not obligated to make any sales of the Common Stock, and BTIG is not required to sell any specific number or dollar amount of shares of the Common Stock, under the Agreement.

Industry Context

At-the-market offerings are a common way for publicly traded companies, especially smaller ones, to raise capital gradually over time. This approach is often favored for its flexibility and potential to minimize market impact compared to traditional underwritten offerings.

Comparison to Industry Standards

• The 3% commission fee to BTIG is within the typical range for at-the-market offerings, which usually fall between 1% and 5%.
• The $20 million offering size is relatively small compared to larger, more established companies, but it is not uncommon for companies with a smaller market capitalization like Bullfrog AI.
• Comparable companies that have used ATM offerings include those in the biotech and technology sectors, such as Xometry Inc. which announced an ATM offering of $150 million in 2024.

Stakeholder Impact

• Shareholders may experience dilution of their ownership if the company sells a significant number of shares.
• The company's financial position could be strengthened by the capital raised through the offering.
• The offering could enable the company to fund its growth plans and strategic initiatives.

Next Steps

• Bullfrog AI may issue Placement Notices to BTIG, instructing them to sell shares within certain parameters.
• BTIG will use commercially reasonable efforts to sell the shares according to the Placement Notices.
• The company will file prospectus supplements with the SEC to report the number of shares sold, net proceeds, and compensation paid to BTIG.

Key Dates

Keywords

At-The-Market Offering, Common Stock, BTIG, BFRG, Capital Raise, Sales Agreement, Bullfrog AI