Bullfrog AI Holdings Inc. filed SEC Form 8-K: Shareholder Director Nominations, Financial Statements and Exhibits
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Item 5.08 Shareholder Director Nominations.
On April 15, 2026, the Board of Directors of BullFrog AI Holdings, Inc. (the “Company”) established June 11, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). The 2026 Annual Meeting date, the record date for the 2026 Annual Meeting and detailed information regarding the proposals to be presented at the 2026 Annual Meeting will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Securities and Exchange Commission (“SEC”). Since the 2026 Annual Meeting will take place more than 30 days before the anniversary of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), the due dates for the submission of any qualified shareholder proposal or qualified shareholder nominations under applicable SEC rules and our Bylaws, as amended (the “Bylaws”) listed in our Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting, which was filed with the SEC on August 8, 2025, are no longer applicable. Such nominations or proposals, including pursuant to Rule 14a-8 or Rule 14a-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise, are now due to be received by the Company no later than April 29, 2026 and must comply with all of the applicable requirements set forth in the rules and regulations under the Exchange Act, the Bylaws and the applicable laws of the State of Delaware. Notices should be sent to the Company’s Secretary at the following address: Bullfrog AI Holdings, Inc., Attn: Secretary, 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878.
In addition to complying with this deadline, stockholder nominations or proposals intended to be considered for inclusion in the Company’s proxy materials for the 2026 Annual Meeting must also comply with the Bylaws, all applicable rules and regulations promulgated by the SEC under the Exchange Act, including the additional requirements of Rule 14a-19(b) under the Exchange Act, and the applicable laws of the state of Nevada.
Cautionary Note regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are intended to qualify for the safe harbor from liability established thereunder. Such forward-looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond the Company’s control, and that may cause results to differ materially from expectations. The forward-looking statements made in this report speak only as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are being furnished herein:
| Exhibit No. | Description | |
| 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: April 21, 2026 | BullFrog AI Holdings, Inc. | |
| By: | /s/ Vininder Singh | |
| Name: | Vininder Singh | |
| Title: | Chief Executive Officer | |