BullFrog AI Holdings Files 8-K with Corporate Updates
Ticker: BFRGW · Form: 8-K · Filed: Sep 23, 2025 · CIK: 1829247
| Field | Detail |
|---|---|
| Company | Bullfrog Ai Holdings, Inc. (BFRGW) |
| Form Type | 8-K |
| Filed Date | Sep 23, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.00001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
Related Tickers: BFRG
TL;DR
BFRG filed an 8-K on 9/23 for events on 9/18, including corporate changes and votes.
AI Summary
BullFrog AI Holdings, Inc. filed an 8-K on September 23, 2025, reporting events that occurred on September 18, 2025. The filing indicates changes to its Articles of Incorporation or Bylaws, submission of matters to a vote of security holders, and includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in Gaithersburg, MD.
Why It Matters
This 8-K filing signals potential changes in BullFrog AI's corporate structure or governance, which could impact its strategic direction and shareholder rights.
Risk Assessment
Risk Level: medium — 8-K filings often contain material information about a company's operations, governance, or financial status, which can introduce volatility.
Key Players & Entities
- BullFrog AI Holdings, Inc. (company) — Registrant
- September 18, 2025 (date) — Earliest event reported
- September 23, 2025 (date) — Date of report
- Nevada (jurisdiction) — State of incorporation
- Gaithersburg, MD (location) — Address of principal executive offices
FAQ
What specific amendments were made to the Articles of Incorporation or Bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the provided text snippet.
What matters were submitted to a vote of security holders?
The filing states that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.
What financial statements and exhibits are included with this filing?
The filing mentions the inclusion of financial statements and exhibits, but their specific content is not detailed in the provided text.
When did the events reported in this 8-K filing occur?
The earliest event reported in this 8-K filing occurred on September 18, 2025.
What is BullFrog AI Holdings, Inc.'s state of incorporation and principal executive office location?
BullFrog AI Holdings, Inc. is incorporated in Nevada and its principal executive offices are located at 325 Ellington Blvd, Unit 317, Gaithersburg, MD 20878.
Filing Stats: 760 words · 3 min read · ~3 pages · Grade level 10.1 · Accepted 2025-09-23 16:46:37
Key Financial Figures
- $0.00001 — ch registered Common Stock, par value $0.00001 per share BFRG The Nasdaq Stock Mar
Filing Documents
- form8-k.htm (8-K) — 50KB
- ex3-1.htm (EX-3.1) — 10KB
- 0001493152-25-014653.txt ( ) — 270KB
- bfrg-20250918.xsd (EX-101.SCH) — 4KB
- bfrg-20250918_def.xml (EX-101.DEF) — 26KB
- bfrg-20250918_lab.xml (EX-101.LAB) — 36KB
- bfrg-20250918_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
From the Filing
UNITED 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: 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: 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.