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

Rhea-AI Filing Summary

BullFrog AI Holdings, Inc. filed an 8-K disclosing an amendment to its bylaws, effective September 18, 2025. The filing furnishes Exhibit 3.1, the amendment to the bylaws, and includes a Cover Page Interactive Data File formatted as Inline XBRL. The document is signed by Vininder Singh, Chief Executive Officer. The body of the filing provided here contains exhibit and filing metadata and does not include the text of the bylaw amendment itself or explanatory detail about the amendment's purpose or effects.

Insights

Corporate Governance Expert

TL;DR: The company has amended its bylaws; the filing furnishes the amendment but provides no detail on substance or governance impact.

The 8-K supplies Exhibit 3.1, confirming a bylaw amendment effective September 18, 2025, and is signed by the CEO. The filing as provided lacks the actual bylaw language, explanation of drivers for the amendment, or any disclosure of shareholder or board approvals beyond the effective date. Because the substantive amendment text and context are not included in the content supplied, material implications for shareholders, voting rights, board structure, or anti-takeover provisions cannot be assessed from this submission alone.

Securities Compliance Analyst

TL;DR: The filing appears procedural—an exhibit is furnished for recordkeeping—but the supplied content omits substantive details required to judge materiality.

The 8-K lists Exhibit 3.1 and an Inline XBRL cover page; it is signed by the CEO. Absent the exhibit text or disclosure of changes, no compliance or disclosure deficiencies can be identified from the provided excerpt. The filing does not state whether this amendment alters registrant reporting, shareholder rights, or triggers other filing obligations.

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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): September 18, 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 5.03 Amendment of Bylaws.

Effective September 18, 2025, Bullfrog AI Holdings, Inc. (the “Company”) amended its bylaws in order to reduce the quorum required for meetings of stockholders to thirty-three and one-third percent (33.33%) of the shares then issued and outstanding. The text of the amendment to the bylaws is filed as Exhibit 3.1 to this report and incorporated herein by reference.

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

On September 18, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,999,172 shares were present or represented by proxy at the Annual Meeting, representing approximately 59.50% of all shares entitled to vote at the Annual Meeting. The stockholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:

1. Election of Directors

Proposal No. 1 was the election of four nominees to serve as directors of the Company, each for a term of one year until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The results of the vote were as follows:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
William Enright		3,061,579		25,331		2,912,262
Jason D. Hanson		3,059,342		27,568		2,912,262
R. Donald Elsey		3,059,674		27,236		2,912,262
Vininder Singh		3,059,114		27,796		2,912,262

Based on the foregoing votes, the four nominees listed above were elected to serve on the Board. There were no additional director nominations brought before the meeting.

2. Ratification of the Appointment of M&K CPAs, PLLC (“M&K”) as the Company’s Independent Registered Public Accounting Firm

Proposal No. 2 was the ratification of the appointment of M&K CPAs, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

Votes For		Votes Against		Abstentions
5,885,223		98,872		15,077

Based on the foregoing vote, the ratification of M&K as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.		Description
3.1		Amendment to the Bylaws of Bullfrog AI Holdings, Inc., effective September 18, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: September 23, 2025	Bullfrog AI Holdings, Inc.
	By:	/s/ Vininder Singh
	Name:	Vininder Singh
	Title:	Chief Executive Officer

FAQ

What did BullFrog AI (BFRGW) disclose in this 8-K?

The company furnished an amendment to its bylaws as Exhibit 3.1, effective September 18, 2025, and included an Inline XBRL Cover Page Interactive Data File.

When did the bylaw amendment become effective?

The bylaw amendment is stated as effective September 18, 2025.

Who signed the 8-K filing for BullFrog AI?

The filing is signed by Vininder Singh, Chief Executive Officer.

Does the provided content include the text of the bylaw amendment?

No. The supplied excerpt references Exhibit 3.1 but does not include the amendment's text or explanatory details.

Is there information on how the bylaw amendment affects shareholders?

The provided content does not include any description of the amendment's effects on shareholder rights or governance.