Bullfrog AI Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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. | |
| By: | /s/ Vininder Singh | |
| Name: | Vininder Singh | |
| Title: | Chief Executive Officer | |