Form S-3/A - Registration statement under Securities Act of 1933: [Amend]
August 15 2024 - 3:59PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 15, 2024.
Registration
No. 333-281341
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
(Amendment
No. 1)
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
BULLFROG
AI HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
84-4786155 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification Number) |
325
Ellington Blvd., Unit 317
Gaithersburg,
MD 20878
(240)
658-6710
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Vininder
Singh
Chief
Executive Officer
Bullfrog
AI Holdings, Inc.
325
Ellington Blvd., Unit 317
Gaithersburg,
MD 20878
(240)
658-6710
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Arthur
S. Marcus, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, New York 10036
(212)
930-9700
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
Emerging
growth company |
☒ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment to the Registration Statement on Form S-3 (File No. 333-281341) is filed solely to amend Item 16 of Part II thereof and to file a modified auditor’s consent as
Exhibit 23.1. This Amendment does not modify any other provision of the preliminary prospectus contained in Part I, or Part II. Accordingly,
the preliminary prospectus has been omitted.
Item
16. Exhibits.
* |
To
be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein. |
** |
Previously filed |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing the amendment to Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Gaithersburg, State of Maryland, on August 15, 2024.
|
Bullfrog
AI Holdings, Inc. |
|
|
|
|
By:
|
/s/
Vininder Singh |
|
|
Vininder
Singh |
|
Its: |
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
|
|
|
|
By: |
/s/
Dane Saglio |
|
|
Dane
Saglio |
|
Its: |
Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/
Vininder Singh |
|
August
15, 2024 |
Vininder
Singh |
|
|
Chief
Executive Officer and Director (Principal Executive Officer) |
|
|
|
|
|
/s/
Dane Saglio |
|
August
15, 2024 |
Dane
Saglio |
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
/s/
* |
|
August
15, 2024 |
R.
Donald Elsey |
|
|
Director |
|
|
|
|
|
/s/
* |
|
August
15, 2024 |
William
Enright |
|
|
Director |
|
|
|
|
|
/s/
* |
|
August
15, 2024 |
Jason
D. Hanson |
|
|
Director |
|
|
|
|
|
* /s/
Vininder Singh |
|
|
Vininder
Singh |
|
|
Attorney-in-Fact |
|
|
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1829247/000149315224032658/ex23-1_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the inclusion in this Registration Statement of Bullfrog AI Holdings, Inc. on Form S-3, as amended, of our report
dated March 29, 2024, with respect to our audit of the consolidated financial statements for the years ended December 31, 2023 and 2022,
and our report dated April 25, 2023, with respect to our audit of the consolidated financial statements for the years ended December
31, 2022 and 2021. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement.
/s/
M&K CPAS, PLLC |
|
The
Woodlands, Texas |
|
August
15, 2024
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