[8-K] BullFrog AI Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

BullFrog AI Holdings (BFRG) reported that stockholders approved three proposals at a Special Meeting on October 22, 2025. Holders present or by proxy totaled 5,742,239 shares, representing 56.02% of shares entitled to vote.

Stockholders approved, for Nasdaq Listing Rule 5635(d) compliance, the potential issuance of 20% or more of the company’s common stock under the purchase agreement with Lincoln Park Capital Fund, LLC (Votes For/Against/Withheld/Broker Non-Votes: 2,960,000 / 437,777 / 4,109 / 2,340,353). They also approved a reverse stock split at a ratio of not less than 1-to-2 and not more than 1-to-15, at the Board’s discretion (For/Against/Abstentions: 4,088,004 / 1,611,730 / 42,505).

Additionally, stockholders approved an amendment to the 2022 Equity Incentive Plan to increase the share reserve by 750,000 shares before giving effect to any reverse split (For/Against/Withheld/Broker Non-Votes: 2,970,690 / 418,690 / 12,506 / 2,340,353).

Insights

Equity capital markets analyst

Shareholders cleared equity issuance capacity, reverse split range, and plan share increase.

Approval under Nasdaq Listing Rule 5635(d) permits the company to issue 20% or more of outstanding common stock pursuant to its agreement with Lincoln Park Capital. This authorization provides flexibility to utilize that agreement, but any actual sales would depend on subsequent company actions and market conditions.

The reverse split authorization allows a Board-selected ratio between 1-to-2 and 1-to-15. This simplifies potential capital markets actions by adjusting the share price and count, without itself changing the company’s value. The plan amendment adds 750,000 shares to the 2022 Equity Incentive Plan (before any split), enabling future equity awards.

Voting support was solid on key items: the reverse split passed with 4,088,004 votes for, while the plan amendment drew 2,970,690 votes for. Actual dilution, if any, will be determined by future issuances or grants.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2025

BULLFROG AI HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		001-41600		84-4786155
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

325 Ellington Blvd, Unit 317

Gaithersburg, MD 20878

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (240) 658-6710

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		BFRG		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Tradeable Warrants		BFRGW		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2025, at a Special Meeting of Stockholders (the “Special Meeting”), the stockholders of BullFrog AI Holdings, Inc. (the “Company”) voted to approve, among other things, Amendment No. 1 (the “Amendment”) to the Company’s 2022 Equity Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by 750,000 shares. The vote for approval of Amendment to the Plan is set forth below under Item 5.07 and incorporated herein by reference.

The Amendment to the Plan is attached to this Current Report on Form 8-K and incorporated by reference into this Item.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 22, 2025, the Company held the Special Meeting to consider and vote on four proposals. A total of 5,742,239 shares were present or represented by proxy at the Special Meeting, representing approximately 56.02% of all shares entitled to vote at the Special Meeting. The stockholders voted on the matters presented at the Special Meeting, and the shares present, in person or by proxy, were voted as follows:

1. Issuance Proposal

Proposal No. 1 was the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of 20% or more of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC (the “Issuance Proposal”). The results of the vote were as follows:

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
2,960,000		437,777		4,109		2,340,353

Based on the foregoing votes, the Issuance Proposal was approved.

2. Reverse Stock Split Proposal

Proposal No. 2 was to approve a reverse split of the Company’s common stock at a ratio of not less than 1-to-2 and not more than 1-to-15, such ratio to be determined in the discretion of the Board (the “Reverse Stock Split Proposal”). The results of the vote were as follows:

Votes For		Votes Against		Abstentions
4,088,004		1,611,730		42,505

Based on the foregoing vote, the Reverse Stock Split Proposal was approved.

3. Plan Amendment Proposal

Proposal No. 3 was to approve the Amendment to the Company’s Plan, providing for an amendment to increase the number of shares available for issuance under the Plan by 750,000 (before giving effect to the Reverse Stock Split Proposal) (the “Plan Amendment Proposal”). The results of the vote were as follows:

Votes For		Votes Against		Votes Withheld		Broker Non-Votes
2,970,690		418,690		12,506		2,340,353

Based on the foregoing vote, the Plan Amendment Proposal was approved.

4. Adjournment Proposal

The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the other proposals at the Special Meeting was not voted upon at the Special Meeting because there were sufficient votes to approve the other proposals.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	The following exhibits are being furnished herein:

Exhibit No.		Description
10.1*		Amendment No. 1 to BullFrog AI Holdings, Inc.’s 2022 Equity Incentive Plan
104		Cover Page Interactive Data File (formatted as Inline XBRL)

* Represents a management contract, compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2025	BullFrog AI Holdings, Inc.
	By:	/s/ Vininder Singh
	Name:	Vininder Singh
	Title:	Chief Executive Officer

FAQ

What did BFRG shareholders approve at the Special Meeting?

They approved an issuance for Nasdaq Rule 5635(d) compliance allowing 20% or more under a Lincoln Park Capital agreement, a reverse split range of 1-to-2 to 1-to-15, and a 750,000-share increase to the 2022 Equity Incentive Plan before any split.

How many BFRG shares were represented and what percent of eligible shares was that?

5,742,239 shares were present or by proxy, representing 56.02% of shares entitled to vote.

What were the vote results for the 20% issuance under Nasdaq Rule 5635(d)?

Votes For/Against/Withheld/Broker Non-Votes: 2,960,000 / 437,777 / 4,109 / 2,340,353. The proposal was approved.

What reverse stock split did BFRG shareholders approve?

A reverse split at a ratio of not less than 1-to-2 and not more than 1-to-15, with the exact ratio to be determined by the Board.

How much did BFRG increase its equity plan share reserve?

The 2022 Equity Incentive Plan share reserve increased by 750,000 shares before giving effect to any reverse split.

What were the reverse split vote totals?

For/Against/Abstentions: 4,088,004 / 1,611,730 / 42,505. The proposal was approved.

What were the equity plan amendment vote totals?

For/Against/Withheld/Broker Non-Votes: 2,970,690 / 418,690 / 12,506 / 2,340,353. The proposal was approved.