UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): October 7, 2025~~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)~~

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)~~

(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 35.~~01.~~02 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Requirement~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of Certain ~~Listing~~Officers.

AsOn ~~previously~~October ~~reported~~22, on2025, ~~August~~at ~~21,~~a ~~2025~~Special Meeting of Stockholders (the “Special Meeting”), the stockholders of BullFrog AI Holdings, Inc. (the “Company”) ~~received~~voted ato ~~letter~~approve, ~~(the~~among ~~“Notice Letter”)~~other ~~from~~things, ~~The~~Amendment ~~Nasdaq~~No. ~~Stock~~1 ~~Market LLC~~ (the “~~Nasdaq~~Amendment”) to ~~notifying~~ the Company ~~that, because the Company~~’s ~~stockholders’~~ ~~equity~~2022 ~~was~~Equity ~~below~~Incentive ~~$2,500,000,~~Plan ~~the Company was no longer in compliance with Nasdaq Listing Rule 5550~~(~~b)(1) (~~the “~~Stockholder Equity Requirement~~Plan”). to Inincrease ~~accordance~~the ~~with~~number ~~Nasdaq~~of ~~listing~~shares ~~rules,~~available ~~the~~for ~~Company~~issuance ~~received~~under 45the ~~days~~Plan toby ~~submit~~750,000 ashares. ~~plan~~The tovote ~~Nasdaq~~for toapproval ~~regain compliance~~of ~~with~~Amendment to the ~~Stockholder~~Plan ~~Equity~~is ~~Requirement.~~set ~~The~~forth ~~Company~~below ~~submitted~~under ~~its~~Item ~~compliance~~5.07 ~~plan~~and inincorporated ~~late~~herein ~~September~~by ~~2025~~reference.

~~Thereafter,~~The onAmendment ~~October~~to ~~7, 2025,~~ the ~~Company~~Plan ~~received~~is aattached ~~letter~~to ~~(the~~this ~~“Extension~~Current ~~Letter”) from Nasdaq informing the Company that, based~~Report on ~~the~~Form ~~Company’s~~8-K ~~plan,~~and ~~the~~incorporated ~~Company~~by ~~was~~reference ~~granted~~into anthis ~~extension of time to regain compliance with the Stockholder Equity Requirement~~Item. In accordance with the Extension Letter, the Company now has 180 calendar days from the date of the Notice Letter, or until February 17, 2026, to regain compliance with the Stockholder Equity Requirement.

IfItem ~~the~~5.07 ~~Company~~Submission ~~does not regain compliance with the Stockholder Equity Requirement by the end~~ of ~~this~~Matters ~~compliance period, the Company’s common stock and tradable warrants will become subject~~ to ~~delisting. In the event that the Company receives notice that its common stock and tradable warrants are being delisted, the Nasdaq listing rules permit the Company to appeal~~ a ~~delisting~~Vote ~~determination~~of bySecurity ~~the Nasdaq’s staff to a Nasdaq hearings panel~~Holders. The Company intends to continue to take all reasonable measures in accordance with its plan submitted to Nasdaq in order to regain compliance with the Nasdaq listing rules. There can, however, be no assurance that the Company will be able to regain compliance by the deadline.

~~Cautionary~~On ~~Note~~October ~~regarding~~22, ~~Forward-Looking~~2025, ~~Statements~~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:

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 thereunder1. ~~Such~~Issuance 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. Examples of forward-looking statements include, among others, statements regarding the Company’s ability to regain compliance with Nasdaq rules. 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.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:

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)

Exhibit No.		Description
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 9, 2025	BullFrog AI Holdings, Inc.
Date: October 24, 2025	BullFrog AI Holdings, Inc.
	By:	/s/ Vininder Singh
	Name:	Vininder Singh
	Title:	Chief Executive Officer

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