Bullfrog AI (BFRG) Proxy filing summary

Executive summary

• Virtual special meeting set for October 22, 2025; August 29, 2025 record date, with 10,249,805 common shares outstanding and one vote per share.

• Four proposals: Nasdaq-compliant issuance to Lincoln Park, reverse-split authority, a 750,000-share equity-plan increase and meeting adjournment authority; the Board recommends FOR each.

Voting matters and shareholder proposals

• Proposal 1 seeks approval to issue 20% or more of outstanding shares under a purchase agreement allowing sales of up to $10 million of common stock to Lincoln Park over 36 months.

• Proposal 2 seeks discretionary authority for a 1-for-2 to 1-for-15 reverse split; the Board may implement it by December 31, 2026, or let the authority expire.

• Proposal 3 seeks 750,000 additional pre-split plan shares; Proposal 4 would permit adjournment to solicit more votes if needed.

• Each proposal requires more votes FOR than AGAINST among votes cast; abstentions do not count as votes cast. Proposals 1 and 3 are expected to be non-routine, so brokers cannot vote uninstructed shares on them.

• Stockholders may vote online, by telephone, mail or during the virtual meeting; online and telephone voting closes October 21, 2025 at 11:59 p.m. ET.

Board of directors and corporate governance

• The Board unanimously approved the proposals and recommended FOR each; it retains sole discretion over whether and at what ratio to implement the reverse split.

• Vininder Singh is Board chair and CEO; five directors and named executive officers collectively beneficially owned 25.16% of common stock as of August 29, 2025.