BullFrog AI Holdings, Inc.
For the period ended Sep 26, 2025. Filed Sep 26, 2025.
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Sep 26, 2025 · Filed Sep 26, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary proxy statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive proxy statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
September 26, 2025
Dear Stockholder:
On behalf of the Board of Directors of Bullfrog AI Holdings, Inc. (the “Company” or “we”), I am pleased to invite you to attend our Special Meeting of Stockholders to be held on October 22, 2025, at 10:00 a.m. Eastern Time (the “Special Meeting”). To be admitted to the Special Meeting at www.virtualshareholdermeeting.com/BFRG2025SM, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting. We hope you can join us.
As of August 29, 2025, the Company had 10,249,805 shares of common stock outstanding. Only stockholders of record as of the close of business on August 29, 2025 are entitled to receive notice of, to attend, and to vote at, the Special Meeting.
Your vote is important to us. Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, pleasemark your vote on the proxy card,**sign and date the proxy card, and return it to us.**Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Please act promptly by voting your shares by telephone or via the Internet. Our Board of Directors has approved the proposals set forth in the proxy statement and we recommend that you vote in favor of each such proposal.
Thank you for your continued interest in Bullfrog AI Holdings, Inc. If you have any questions about the proxy statement, please contact us at Bullfrog AI Holdings, Inc., 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878.
Sincerely,
/s/ Vininder Singh
Vininder Singh
Chairman of the Board
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TABLE OF CONTENTS
| Page | |
|---|---|
| NOTICE OF SPECIAL MEETING OF STOCKHOLDERS | iv |
| PROXY STATEMENT | 1 |
| ABOUT THE MEETING | 1 |
| Proposal No. 1 — Issuance Proposal | 5 |
| PROPOSAL No. 2 — reverse split of the Company’s common stock | 9 |
| PRoposal No. 3 — AMENDMENT TO THE 2022 EQUITY INCENTIVE PLAN | 17 |
| pROPOSAL nO. 4 — adjournment proposal | 25 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 |
| STOCKHOLDER PROPOSALS | 27 |
| OTHER MATTERS | 27 |
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