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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): April
15, 2026
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
5.08 Shareholder Director Nominations.
On
April 15, 2026, the Board of Directors of BullFrog AI Holdings, Inc. (the “Company”) established June 11, 2026 as
the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The 2026 Annual Meeting
date, the record date for the 2026 Annual Meeting and detailed information regarding the proposals to be presented at the 2026 Annual
Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange
Commission (“SEC”). Since the 2026 Annual Meeting will take place more than 30 days before the anniversary of the Company’s
2025 annual meeting of stockholders (the “2025 Annual Meeting”), the due dates for the submission of any qualified shareholder
proposal or qualified shareholder nominations under applicable SEC rules and our Bylaws, as amended (the “Bylaws”)
listed in our Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting, which was filed with the SEC on August 8, 2025,
are no longer applicable. Such nominations or proposals, including pursuant to Rule 14a-8 or Rule 14a-18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise, are now due to be received by the Company no later than April 29,
2026 and must comply with all of the applicable requirements set forth in the rules and regulations under the Exchange Act, the Bylaws
and the applicable laws of the State of Delaware. Notices should be sent to the Company’s Secretary at the following address: Bullfrog
AI Holdings, Inc., Attn: Secretary, 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878.
In
addition to complying with this deadline, stockholder nominations or proposals intended to be considered for inclusion in the Company’s
proxy materials for the 2026 Annual Meeting must also comply with the Bylaws, all applicable rules and regulations promulgated by the
SEC under the Exchange Act, including the additional requirements of Rule 14a-19(b) under the Exchange Act, and the applicable laws of
the state of Nevada.
Cautionary
Note regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements
are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control, and that may cause
results to differ materially from expectations. The forward-looking statements made in this report speak only as of the date of this
report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations,
except as otherwise required by law.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are being furnished herein:
| Exhibit
No. |
|
Description
|
| 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:
April 21, 2026 |
BullFrog
AI Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Vininder Singh |
| |
Name: |
Vininder
Singh |
| |
Title: |
Chief
Executive Officer |
