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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).
BullFrog AI Holdings (BFRG) filed a Form S-1 registering up to 5,000,000 shares of common stock for resale by Lincoln Park Capital under a September 15, 2025 purchase agreement. The company is not selling any securities in this prospectus and will not receive proceeds from resales by the selling stockholder. Separately, BullFrog may sell shares to Lincoln Park at its discretion after effectiveness for potential gross proceeds of up to $10,000,000 over 36 months.
The registration covers 4,852,318 purchase shares plus 147,682 commitment shares already issued to Lincoln Park. Issuances are subject to a 4.99% beneficial ownership cap and a Nasdaq Exchange Cap of 2,048,936 shares unless stockholders approve more or sales average at least $1.4053. Regular purchases are generally up to 30,000 shares per day (up to 100,000 depending on price) with a $500,000 per‑purchase cap and a $0.50 floor price.
Recent items include ATM sales of 755,116 shares for $1.15 million and a special meeting on October 22, 2025 to vote on a reverse split and approval to exceed the Exchange Cap. The company also disclosed a Nasdaq equity deficiency notice and a going‑concern explanatory paragraph in its latest audit report.
BullFrog AI Holdings, Inc. reported that Nasdaq has granted the company more time to fix a listing deficiency tied to its stockholders’ equity. Nasdaq previously notified the company on August 21, 2025 that its stockholders’ equity was below $2,500,000, which is required under Nasdaq Listing Rule 5550(b)(1). After submitting a compliance plan in late September 2025, the company received an extension letter from Nasdaq.
The company now has until February 17, 2026 to regain compliance with the stockholder equity requirement. If it does not do so by that deadline, its common stock and tradable warrants could be delisted from the Nasdaq Capital Market, although Nasdaq rules allow the company to appeal any delisting determination to a hearings panel. The company states that it intends to continue taking reasonable measures to regain compliance but notes there is no assurance it will succeed.
Jason Hanson, a director of BullFrog AI Holdings, Inc. (BFRG), was granted 15,000 stock options on 09/25/2025. The options have an exercise price of $1.43 and vest on the earlier of September 25, 2026 and the date of the Company\'s annual meeting for fiscal year 2026. The options expire on September 25, 2035. The grant was made under the Company\'s 2022 Equity Compensation Plan and the lapse of forfeiture restrictions will accelerate upon a change in control or a significant financing. Following the grant, Mr. Hanson beneficially owns 15,000 options reported as direct ownership.
William Enright, a director of BullFrog AI Holdings, Inc. (BFRG), was granted 15,000 stock options on 09/25/2025 with an exercise price of $1.43 per share. The options vest on the earlier of September 25, 2026 or the company’s fiscal 2026 annual meeting, accelerate upon a defined change in control or certain financings, and expire on September 25, 2035. The filing reports Enright directly beneficially owns 15,000 underlying shares represented by these options and shows the grant was awarded under the company’s 2022 Equity Compensation Plan.
The Form 4 is a routine Section 16 disclosure that documents the grant terms and ownership resulting from the award; it does not include additional financial performance data or other transactions.
R. Don Elsey, a director of BullFrog AI Holdings, Inc. (BFRG), was granted options to purchase 15,000 shares of common stock with an exercise price of $1.43, effective 09/25/2025. The options vest on the earlier of September 25, 2026 and the company’s 2026 annual meeting, and they expire on September 25, 2035. Forfeiture restrictions will lapse earlier on a change in control or a qualifying significant financing. The grant was made under the company’s 2022 Equity Compensation Plan and the strike price was set based on the market price at grant. Following the grant, Elsey beneficially owns 15,000 option shares.
BullFrog AI Holdings, Inc. (BFRG) filed a Definitive Proxy Statement outlining items for a special stockholder meeting. The agenda lists four proposals: an Issuance Proposal, a proposed reverse stock split with alternative ratios of 1:5, 1:10 and 1:15, an amendment to the 2022 Equity Incentive Plan, and an adjournment proposal. The filing discloses share counts and ownership stakes including total shares of 10,249,805, a largest disclosed holder with 2,628,765 shares (about 25.16%), and Tivoli Trust holding 904,391 shares (8.15%). Director and officer holdings are detailed in the security ownership tables. The document includes trustee and transfer agent contact details and signature by Vininder Singh.
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.
BullFrog AI Holdings, Inc. (BFRG) preliminary proxy statement outlines a special meeting with four proposals: (1) an issuance proposal, (2) a possible reverse stock split with alternative ratios of 1:5, 1:10 or 1:15, (3) an amendment to the 2022 Equity Incentive Plan, and (4) an adjournment proposal. The document shows post-split share examples: at 1:5 resulting common shares of 2,049,961, at 1:10 1,024,980, and at 1:15 683,320, and overhang estimates of 8.79%, 8.92% and 10.66% respectively. Security ownership highlights include Vininder Singh with 2,628,765 shares (~25.16%) and Tivoli Trust holding 904,391 shares (~8.15%). The filing also references a purchase arrangement with Lincoln Park Capital Fund, LLC and related form exhibits for transfer agent instructions and certificates.
BullFrog AI Holdings entered a purchase agreement and registration rights agreement with Lincoln Park Capital Fund, under which Lincoln Park committed to buy up to $10.0 million of BullFrog AI common stock. The company may, at its sole discretion, direct sales over a 36‑month period once a resale registration statement for these shares is declared effective and a final prospectus is filed.
After this commencement, BullFrog AI can request “Regular Purchases” of up to 30,000 shares per notice, subject to a per‑day cap of $500,000 and a minimum last closing sale price of $0.50 per share, with prices based on prevailing market levels. Additional “Accelerated” and “Additional Accelerated” purchases may further increase daily volumes under the agreement. Total issuances are capped at 2,048,936 shares, equal to 19.99% of shares outstanding before the deal, unless shareholder approval or a specified average price of at least $1.4053 removes this cap.
The agreement also limits Lincoln Park’s beneficial ownership to 4.99% of outstanding stock at any time. As consideration for its commitment, BullFrog AI is issuing 147,682 commitment shares to Lincoln Park. The company expects any proceeds from future sales under this facility to be used for working capital, capital expenditures, and general corporate purposes.