BullFrog AI Holdings Reports Director Changes and Officer Appointments

TL;DR

BullFrog AI (BFRG) filed an 8-K: director out, director in, new officer, votes, and financials. Major governance update.

AI Summary

On October 22, 2025, BullFrog AI Holdings, Inc. filed an 8-K report detailing several key events. These include the departure of a director, the election of a new director, and the appointment of a new officer. The company also reported on compensatory arrangements for certain officers and submitted matters to a vote of security holders. Additionally, the filing includes financial statements and exhibits.

Why It Matters

Changes in directorship and officer appointments can signal shifts in company strategy, governance, or operational focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in leadership and governance, coupled with the submission of matters to a vote, introduce a degree of uncertainty regarding the company's future direction and stability.

Key Numbers

• 001-41600 — Commission File Number (Identifies the company's filing with the SEC.)
• 84-4786155 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• BullFrog AI Holdings, Inc. (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 325 Ellington Blvd (address) — Business and mail address

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share BFRG The Nasdaq Stock Mark

Filing Documents

• form8-k.htm (8-K) — 61KB
• ex10-1.htm (EX-10.1) — 15KB
• 0001493152-25-019360.txt ( ) — 287KB
• bfrg-20251022.xsd (EX-101.SCH) — 4KB
• bfrg-20251022_def.xml (EX-101.DEF) — 26KB
• bfrg-20251022_lab.xml (EX-101.LAB) — 36KB
• bfrg-20251022_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): October 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 22, 2025, at a Special Meeting of Stockholders (the "Special Meeting"), the stockholders of BullFrog AI Holdings, Inc. (the "Company") voted to approve, among other things, Amendment No. 1 (the "Amendment") to the Company's 2022 Equity Incentive Plan (the "Plan") to increase the number of shares available for issuance under the Plan by 750,000 shares. The vote for approval of Amendment to the Plan is set forth below under Item 5.07 and incorporated herein by reference. The Amendment to the Plan is attached to this Current Report on Form 8-K and incorporated by reference into this Item. Item 5.07 Submission of Matters to a Vote of Security Holders. On October 22, 2025, the Company held the Special Meeting to consider and vote on four proposals. A total of 5,742,239 shares were present or represented by proxy at the Special Meeting, representing approximately 56.02% of all shares entitled to vote at the Special Meeting. The stockholders voted on the matters presented at the Special Meeting, and the shares present, in person or by proxy, were voted as follows: 1. Issuance Proposal Proposal No. 1 was the approval, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of 20% or more of the Company's issued and outstanding common stock pursuant to the Company's purchase agreement with Lincoln Park Capital Fund, LLC (the "Issuance Proposal"). The results of the vote were as follows: Votes For Votes Against Votes Withheld Broker Non-Votes 2,960,000 437,777 4,109 2,340,353 Based on the foregoing votes, the Issuance Proposal was approved. 2. Reverse Stock Split Proposal Proposal No. 2 was to approve a reverse split of the Company's common stock at a ratio of not less than 1-to-2 and not more than 1-to-15, such ratio to be determined in the discretion of the Board (the "Reverse Stock Split Proposal"). The results of the vote were as follows: Votes For Votes Against Abstentions 4,088,004 1,611,730 42,505 Based on the foregoing vote, the Reverse Stock Split Proposal was approved. 3. Plan Amendment Proposal Proposal No. 3 was to approve the Amendment to the Company's Plan, providing for an amendment to increase the number of shares available for issuance under the Plan by 750,000 (before giving effect to the Reverse Stock Split Proposal) (the "Plan Amendment Proposal"). The results of the vote were as follows: Votes For Votes Against Votes Withheld Broker Non-Votes 2,970,690 418,690 12,506 2,340,353 Based on the foregoing vote, the Plan Amendment Proposal was approved. 4. Adjournment Proposal The

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