BullFrog AI Holdings (BFRG) risk factors, FY2025 10-K

Risks Related to Liquidity, the Company’s Business and Industry

1. 01We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters
2. 02Our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements included in this annual report
3. 03Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common stock
4. 04If we are unable to attract and retain key management, scientific personnel and advisors, we may not achieve our business objectives
5. 05The development of our technology, products, and services is highly competitive
6. 06From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights
7. 07Although dependent on certain key personnel, we do not have any key man life insurance policies on any such people
8. 08New product development involves a lengthy, expensive and complex process
9. 09We may not be able to conduct clinical trials necessary to increase the value of our proposed products and formulations
10. 10Our ability to resell and/or license certain of our products will depend upon successful clinical trials
11. 11We face significant competition from other biotechnology and pharmaceutical companies
12. 12We may not be able to acquire the rights to any failed drugs or we may not be able to rescue failed drugs through analysis due to our technology or the lack of clinical data
13. 13We may not succeed in acquiring the rights to failed drugs, which could limit one of our main sources of revenue
14. 14We intend to invest in early stage experimental technologies which have a high risk of failure
15. 15We are dependent on our collaborative agreements for the development of products and business development, which exposes us to the risk of reliance on the viability of third parties
16. 16We will need to outsource any clinical trial activities as we usually perform only a small portion of the start-up activities in-house
17. 17We are a biotechnology company with no significant revenue. We have incurred operating losses since our inception, and we expect to incur losses for the foreseeable future and may never achieve profitability
18. 18We will continue to require additional capital for the foreseeable future. If we are unable to raise additional capital when needed, we may be forced to delay, reduce or eliminate our drug acquisition efforts
19. 19We face significant risks related to the availability, cost, and performance of the computational infrastructure required to train and deploy AI models
20. 20Export controls, trade restrictions, and national security regulations may limit our ability to operate in certain markets and access critical technologies
21. 21The capital requirements for AI development are substantial and increasing, and we may be unable to secure adequate financing on acceptable terms
22. 22We may be subject to laws and regulations governing our use of artificial intelligence
23. 23Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations
24. 24We are increasingly dependent on information technology systems to operate our business and a cyberattack or other breach of our systems, or those of third parties on whom we may rely, could subject us to liability or interrupt the operation of our business
25. 25We face risks associated with security breaches or cyberattacks

Risks Related to Intellectual Property Rights

1. 26We rely on various intellectual property rights, including patents and licenses in order to operate our business
2. 27We could be negatively impacted if found to have infringed on intellectual property rights
3. 28We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs
4. 29We rely on agreements with third parties to provide certain services, goods, technology, and intellectual property rights necessary to enable us to implement some of our applications
5. 30We may enter into licenses for third-party intellectual property in the future. Our success will depend in part on the ability of our licensors to obtain, maintain and enforce patent protection for their intellectual property, in particular, those patents to which we have secured exclusive rights
6. 31Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and may not adequately protect our intellectual property

Risks Related to Ownership of Our Securities

1. 32Because Vininder Singh, our Chief Executive Officer and director, controls a significant number of shares of our voting capital stock, he has significant influence over actions requiring stockholder approval
2. 33The price of our common stock may fluctuate substantially
3. 34We do not currently intend to pay dividends on our common stock and, consequently, investors’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock
4. 35If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline
5. 36Provisions of our charter documents or Nevada law could delay or prevent an acquisition of our company, even if the acquisition would be beneficial to our stockholders, and could make it more difficult to change management
6. 37Our articles of incorporation grants our Board of Directors the power to designate and issue additional shares of common and/or preferred stock
7. 38We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Nevada law
8. 39We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors
9. 40We will continue to incur significant costs to ensure compliance with United States corporate governance and accounting requirements
10. 41If we fail to successfully maintain an effective internal control over financial reporting, the integrity of our financial reporting could be compromised, which could result in a material adverse effect on our reported financial results