Brag House Announces Closing of $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 successfully closed a $15 million private placement (PIPE) financing.

The company sold 15,000 shares of Series B Convertible Preferred Stock convertible into 15,923,567 shares of common stock at a conversion price of $0.942 per share. The offering included warrants to acquire an equal number of shares, exercisable at $0.817 per share with a five-year expiration. Each unit, priced at $1,000, consisted of one preferred share convertible into approximately 1,061 shares and corresponding warrants.

Revere Securities LLC served as the sole placement agent. The proceeds will be used for general corporate purposes and working capital.

Positive

• Secured significant funding of $15 million through PIPE financing
• Five-year warrant duration provides long-term potential for additional capital
• Immediate warrant exercisability offers quick access to additional funding if exercised

Negative

• Significant potential dilution from conversion of 15,923,567 preferred shares
• Additional dilution possible from warrant exercises
• Securities sold at relatively low price points ($0.942 conversion and $0.817 warrant exercise)

Insights

Capital Markets Analyst

Brag House secures $15M in dilutive financing through convertible preferred stock and warrants, significantly increasing potential share count.

Brag House has closed a $15 million PIPE financing through the issuance of 15,000 shares of Series B Convertible Preferred Stock. The financing structure is notably dilutive, with each preferred share convertible into approximately 1,061 common shares at $0.942 per share, potentially adding 15.9 million shares to the outstanding count. Additionally, the company issued an equal number of warrants exercisable at $0.817 per share with a five-year term.

The pricing structure reveals important dynamics: the warrant exercise price of $0.817 represents a 13.3% discount to the conversion price, creating an incentive for warrant exercise. This dual-component structure (convertible preferred + warrants) is typically employed by smaller companies needing capital but facing challenging market conditions.

While securing $15 million strengthens Brag House's working capital position, the financing terms indicate the company likely faced limited options. The potential dilution from both the preferred conversion and warrant exercise suggests existing shareholders will experience significant ownership dilution. This financing appears necessary for continued operations rather than opportunistic growth capital, as indicated by the stated use for "general corporate purposes, including working capital" rather than specific strategic initiatives.

NEW YORK, July 30, 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 closed the previously announced private investment in public equity (“PIPE”) financing. The Company received gross proceeds 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 sold 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

Brag House is a leading media technology gaming platform dedicated to transforming casual college gaming into a vibrant, community-driven experience. By seamlessly merging gaming, social interaction, and cutting-edge technology, the Company provides an inclusive and engaging environment for casual gamers while enabling brands to authentically connect with the influential Gen Z demographic. The platform offers live-streaming capabilities, gamification features, and custom tournament services, fostering meaningful engagement between users and brands. For more information, please 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.

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

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

FAQ

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

Brag House raised $15 million in gross proceeds through a PIPE financing, before deducting placement agent fees and offering expenses.

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

The Series B Convertible Preferred Stock has a conversion price of $0.942 per share of common stock.

What are the terms of the warrants issued in Brag House's PIPE financing?

The warrants are exercisable immediately at $0.817 per share, expire in five years, and allow holders to acquire up to 15,923,567 shares of common stock.

How will Brag House (TBH) use the proceeds from the private placement?

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

How many Series B Convertible Preferred shares did Brag House sell in the PIPE?

Brag House sold 15,000 shares of Series B Convertible Preferred Stock, convertible into 15,923,567 shares of common stock.