Bullfrog AI (BFRG) Proxy filing summary

Executive summary

• Virtual special meeting set for October 15, 2025; August 29 record-date share count was 10,249,805. The Board recommends FOR all four proposals.

• Proposals cover up to $10 million in Lincoln Park share sales, a discretionary 1-for-2 to 1-for-15 reverse split, a 750,000-share Plan increase, and possible meeting adjournment.

Voting matters and shareholder proposals

• Nasdaq Rule 5635(d) approval would permit issuance above the 2,048,936-share Exchange Cap to Lincoln Park; without approval, below-Minimum-Price sales remain capped.

• Approval would allow sales exceeding the Exchange Cap below the $1.4053 Minimum Price, subject to the $10 million agreement limit; greater issuance would dilute voting and economic interests.

• Each proposal passes if FOR votes exceed AGAINST votes; abstentions and broker non-votes do not affect proposal outcomes but count toward quorum.

• Stockholders may vote online, by phone, mail, or during the virtual meeting; proxies and online or phone votes are due by 11:59 p.m. ET on October 14, 2025.

Board of directors and corporate governance

• The Board unanimously approved the reverse-split proposal and may select a ratio from 1-for-2 to 1-for-15, or decline to implement it, based on market, listing and financing factors.

• If approved, reverse-split authority expires December 31, 2026; the Board will announce the selected ratio before effectiveness.

• Directors and executive officers have interests in proposals only through common-stock ownership and equity awards, including Plan awards.