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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:
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 |
