BullFrog AI (BFRG) sets June 11, 2026 meeting and April 29 proposal cut-off

Q: Why did BullFrog AI update shareholder proposal deadlines for 2026?

The company scheduled its 2026 Annual Meeting for June 11, 2026 , more than 30 days before the 2025 meeting anniversary. This timing change invalidates prior deadline calculations, so BullFrog AI set a new shareholder submission deadline of April 29, 2026 .

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BullFrog AI Holdings, Inc. has scheduled its 2026 Annual Meeting of Stockholders for June 11, 2026. This date falls more than 30 days before the anniversary of the 2025 annual meeting, so earlier shareholder proposal and nomination deadlines no longer apply.

Qualified shareholder proposals and director nominations, including those made under SEC Rules 14a-8, 14a-18 and related provisions, must now be received by April 29, 2026. Submissions must satisfy SEC rules, the company’s bylaws and applicable state law, and should be sent to the Company’s Secretary at its Gaithersburg, Maryland address.

8-K Event Classification

2 items: 5.08, 9.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2026 Annual Meeting date: June 11, 2026 Proposal deadline: April 29, 2026 Company address: 325 Ellington Blvd, Unit 317

3 metrics

2026 Annual Meeting date June 11, 2026 Date set by Board of Directors for 2026 Annual Meeting of Stockholders

Proposal deadline April 29, 2026 Cut-off for qualified shareholder proposals and director nominations for 2026 meeting

Company address 325 Ellington Blvd, Unit 317 Mailing address for Secretary to receive shareholder notices

Key Terms

Annual Meeting of Stockholders, Rule 14a-8, Rule 14a-19(b), forward-looking statements

4 terms

Annual Meeting of Stockholders financial

"established June 11, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders"

Rule 14a-8 regulatory

"Such nominations or proposals, including pursuant to Rule 14a-8 or Rule 14a-18 of the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Rule 14a-19(b) regulatory

"including the additional requirements of Rule 14a-19(b) under the Exchange Act"

forward-looking statements regulatory

"contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/21/2026 - 05:21 PM

UNITED STATES
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): April 15, 2026

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 5.08 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

Source: View Original Filing on SEC EDGAR

FAQ

When is BullFrog AI Holdings (BFRG) holding its 2026 annual meeting?

BullFrog AI Holdings set its 2026 Annual Meeting of Stockholders for June 11, 2026. The exact time, location, and agenda details will be provided in the company’s Definitive Proxy Statement on Schedule 14A to be filed with the SEC.

What is the new deadline to submit shareholder proposals to BFRG for 2026?

Shareholder proposals and director nominations for BullFrog AI’s 2026 annual meeting must be received no later than April 29, 2026. This new deadline replaces prior dates tied to the 2025 meeting because the 2026 meeting is scheduled more than 30 days earlier.

Where should BullFrog AI (BFRG) shareholders send proposals or director nominations?

Shareholders should send proposals and director nominations to BullFrog AI Holdings, Inc., Attn: Secretary, 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878. Submissions must arrive by April 29, 2026 and satisfy all procedural and disclosure requirements.

Which SEC rules govern shareholder proposals for BullFrog AI’s 2026 meeting?

Shareholder proposals and nominations for the 2026 meeting are governed by SEC Rules 14a-8, 14a-18 and 14a-19(b). They also must comply with the company’s bylaws and applicable state law, along with all other relevant SEC proxy regulations.

Why did BullFrog AI update shareholder proposal deadlines for 2026?

The company scheduled its 2026 Annual Meeting for June 11, 2026, more than 30 days before the 2025 meeting anniversary. This timing change invalidates prior deadline calculations, so BullFrog AI set a new shareholder submission deadline of April 29, 2026.

Filing Exhibits & Attachments

4 documents