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BullFrog AI Holdings, Inc.

For the period ended Sep 18, 2025. Filed Sep 23, 2025.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Sep 18, 2025 · Filed Sep 23, 2025

Use the contents to explore the available documents and sections.

BFRG$0.52+5.1%Stored close · as of Nov 6, 2026
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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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.00001 per shareBFRGThe Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Tradeable WarrantsBFRGWThe 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 bylawsin 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:

NomineeVotes ForVotes WithheldBroker Non-Votes
William Enright3,061,57925,3312,912,262
Jason D. Hanson3,059,34227,5682,912,262
R. Donald Elsey3,059,67427,2362,912,262
Vininder Singh3,059,11427,7962,912,262

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 ForVotes AgainstAbstentions
5,885,22398,87215,077

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
3.1Amendment to the Bylaws of Bullfrog AI Holdings, Inc., effective September 18, 2025.
104Cover Page Interactive Data File (formatted as Inline XBRL)
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