Bullfrog AI Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the other proposals at the Special Meeting was not voted upon at the Special Meeting because there were sufficient votes to approve the other proposals.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| The following exhibits are being furnished herein: |
| Exhibit No. | Description | |
| 10.1* | Amendment No. 1 to BullFrog AI Holdings, Inc.’s 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
* Represents a management contract, compensatory plan or arrangement.
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: October 24, 2025 | BullFrog AI Holdings, Inc. | |
| By: | /s/ Vininder Singh | |
| Name: | Vininder Singh | |
| Title: | Chief Executive Officer | |