Brag House Announces $15 Million Private Placement

Rhea-AI Summary

Brag House Holdings (NASDAQ: TBH), a Gen Z engagement platform focused on gaming, college sports, and digital media, has secured a $15 million private placement through a PIPE financing agreement with an institutional investor.

The company is selling 15,000 shares of Series B Convertible Preferred Stock convertible into 15,923,567 common shares at $0.942 per share, along with warrants to acquire the same number of shares at $0.817 per share. The warrants have a 5-year expiration period and are immediately exercisable. Revere Securities LLC served as the sole placement agent.

The proceeds will be used for general corporate purposes and working capital. The securities are being offered only to accredited investors and will require SEC registration for resale.

Positive

• Secured significant $15 million in new funding through PIPE financing
• Warrants are immediately exercisable, providing quick access to additional capital if exercised
• 5-year warrant duration provides long-term flexibility for capital raising

Negative

• Potential significant dilution with conversion of preferred stock into 15.9M common shares
• Additional dilution possible from 15.9M warrant shares
• Warrant exercise price of $0.817 represents a discount to preferred stock conversion price

Insights

Financial Analyst

Brag House raised $15M through preferred stock and warrants at a significant discount to strengthen liquidity amid challenging conditions.

Brag House has secured $15 million in private financing through a PIPE transaction with an institutional investor. This deal structure reveals several important insights about the company's current position. The financing comes through Series B Convertible Preferred Stock with an accompanying 1-for-1 warrant coverage, indicating the investor required significant potential upside to commit capital.

Looking at the pricing details, the $0.942 conversion price and $0.817 warrant exercise price suggest the company needed to offer favorable terms to secure this funding. The full warrant coverage and 13% discount between the conversion price and warrant exercise price typically indicates challenging market conditions for the issuer.

The company has only specified that proceeds will be used for "general corporate purposes, including working capital," which lacks specificity and suggests this funding may be primarily aimed at strengthening the balance sheet rather than funding specific growth initiatives. The five-year warrant term provides the investor with considerable time to capitalize on any potential appreciation.

The transaction will result in potential dilution of nearly 16 million shares if all preferred shares are converted and warrants exercised, representing significant dilution for existing shareholders. However, the improved liquidity position should provide Brag House with additional runway to execute its strategy at the intersection of gaming, college sports, and digital media - areas with significant growth potential but also requiring substantial investment to achieve scale.

NEW YORK, July 24, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH) (“Brag House” or the “Company”) the Gen Z engagement platform operating at the intersection of gaming, college sports, and digital media, announces today that it has entered into a securities purchase agreement with an institutional investor for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceeds to the Company of approximately $15 million, before deducting placement agent fees and offering expenses.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

Pursuant to the terms of the securities purchase agreement, the Company is selling an aggregate of 15,000 shares of its Series B Convertible Preferred Stock convertible into 15,923,567 shares of common stock, at a conversion price of $0.942 per share of Series B Convertible Stock and an aggregate of 15,923,567 warrants to acquire up to 15,923,567 shares of common stock. The purchase price for one unit (consisting of one share of Series B Convertible Preferred Stock convertible into approximately 1,061 shares and the same number of warrants) was $1,000. The warrants issued in the offering are exercisable immediately upon issuance at an exercise price of $0.817 per share and will expire five years from the date of issuance.

Revere Securities LLC acted as the sole placement agent for the PIPE financing.

The securities being offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Series B Preferred Stock and the shares issuable upon exercise of the unregistered warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Brag House Holdings, Inc.

Brag House is a leading media technology platform dedicated to transforming casual college gaming into a vibrant, community-driven experience. By merging gaming, social interaction, and collegiate culture, Brag House enables brands to authentically connect with the influential Gen Z demographic through gamified experiences, live-streaming content, and scalable data insights. For more information, visit www.braghouse.com.

Caution Regarding Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law.

Investor Relations Contact
Adele Carey
VP, Investor Relations
ir@thebraghouse.com

Media Contact
Fatema Bhabrawala
Director of Media Relations
fbhabrawala@allianceadvisors.com

FAQ

How much funding did Brag House (NASDAQ:TBH) raise in the private placement?

Brag House raised $15 million in gross proceeds through a PIPE financing agreement with an institutional investor.

What is the conversion price for Brag House's Series B Convertible Preferred Stock?

The Series B Convertible Preferred Stock is convertible at $0.942 per share into common stock.

How many shares could be issued from Brag House's private placement?

The private placement could result in the issuance of up to 15,923,567 shares from preferred stock conversion and an additional 15,923,567 shares if all warrants are exercised.

What are the terms of the warrants issued in Brag House's private placement?

The warrants are exercisable immediately at $0.817 per share and will expire five years from the issuance date.

How will Brag House use the proceeds from the private placement?

Brag House intends to use the net proceeds for general corporate purposes, including working capital.