Brag House Holdings Inc. SEC Filings

Brag House Holdings, Inc. (TBH) is amending its S-1 registration to reflect a private placement and related resale registration by selling stockholders. The filing discloses that after issuing 33,590,770 shares to the selling stockholders and deducting estimated offering expenses, the companys as-adjusted net tangible book value would be approximately $28,571,118, or $0.64 per share, an increase of $0.59 per share to existing holders and an immediate dilution of $0.30 per share to new investors. The prospectus lists multiple selling stockholders holding Series B Preferred Stock and PIPE warrants convertible into common shares, including large positions convertible into millions of shares (for example, 420 Investments LLC convertible into 7,069,777 shares and Eleven Ventures LLC convertible into 2,123,142 shares). The document includes risk factor language about market, regulatory, intellectual property, liquidity and operational risks, and enumerates related agreements and exhibits incorporated by reference, including securities purchase agreements, placement agent arrangements, and registration rights documents.

Brag House Holdings, Inc. (TBH) disclosed a material event related to securities and registration rights. The filing shows a Pre-Funded Warrant was issued on September 5, 2025 and a Registration Rights Agreement dated September 1, 2025. Under the registration rights provisions shown, if certain registration or public-sale events are not completed by specified deadlines (referred to as an "Event Date"), the company must pay partial liquidated damages of $1,000 per day to the purchaser until the failure is cured. If those amounts are unpaid for seven days, interest accrues at 18% per annum (or the maximum permitted by law). The filing is signed by CEO Lavell Juan Malloy, II.

Brag House Holdings, Inc. reported continued operating losses and liquidity strain in its Form 10-Q. For the six months ended June 30, 2025 the company recorded a net loss of $2,772,890 and negative cash flows from operations of $3,226,885, and management discloses it expects to incur operating losses while executing development and business initiatives through 2025. The company completed an IPO in March 2025, issuing 1,475,000 shares at $4.00 for gross proceeds of $5.9 million (net proceeds $4.8 million) and closed a 221,250 share over-allotment for $885,000 (net $789,200). Common shares outstanding increased to 10,822,588 as of August 14, 2025. Subsequent to period end, the company sold 15,000 units of Series B Convertible Preferred Stock for $15,000,000 (closed July 30, 2025). The filing includes a going concern disclosure, heavy use of equity and convertible debt financings historically, material stock-based and vendor share arrangements for technology services, and bank balances with $1,298,645 exceeding deposit insurance.

Brag House Holdings, Inc. submitted a Form NT 10-Q notice indicating it will not file its quarterly report for the period ended June 30, 2025 on time and is using Rule 12b-25 to extend the filing period. The notice confirms all other required periodic reports for the prior 12 months have been filed and states no significant change in results of operations is anticipated for the period. The notice is signed by Lavell Juan Malloy, II, Chief Executive Officer, dated August 15, 2025.

Brag House Holdings, Inc. operates a vertically integrated esports platform focused on casual college gamers, combining community recruitment, live-stream production, tournaments and branded activations tied to college sports culture. Through June 30, 2025 the company reports nearly 1,400,000 video views across X, TikTok, Meta, Twitch and YouTube (a 107% increase year-over-year from 2020 to 2025) and ~8.5 million impressions since inception (about 45% year-over-year growth). Spectators averaged 19 minutes per live stream (vs an industry benchmark of 11 minutes), indicating higher engagement.

The company closed a private placement on July 24, 2025 that generated approximately $15 million of gross proceeds by issuing 15,000 Series B Convertible Preferred shares (convertible into 15,923,567 common shares) and PIPE warrants exercisable for the same number of shares at $0.817 per share. Brag House has a strategic partnership with Learfield providing access to media rights across nearly 200 universities and executed activations in May and July 2025. The S-1 registers up to 32,904,677 shares for resale by selling stockholders; the company would only receive proceeds if warrants are exercised in cash, up to approximately $13,873,567. The company is listed on Nasdaq as TBH (last reported sale $1.27 on Aug 8, 2025) but discloses limited revenues, recurring losses, and an accumulated deficit of $15,715,375, with auditors expressing substantial doubt about its ability to continue as a going concern.

Brag House Holdings, Inc. (symbol TBH) filed a Form 144 indicating the proposed sale of up to 32,000 common shares through Charles Schwab Corp., Westlake, TX. The transaction is scheduled to occur on or about 08/04/2025 and carries an aggregate market value of $39,040, implying a reference price near $1.22 per share. The filer acquired the shares on 05/28/2024 via equity compensation from the issuer. With 10,822,588 shares outstanding, the planned sale represents roughly 0.3 % of total shares. No other TBH stock sales were reported by the filer during the prior three-month period. By signing the notice, the seller affirms possession of no undisclosed material adverse information about the company.

Brag House Holdings, Inc. (TBH) Form 4: Director Daniel Fidrya reported the grant of 100,000 stock options on 18 Jul 2025 under the company’s 2024 Omnibus Incentive Plan. The options carry a $1.00 exercise price, vest immediately, are fully exercisable upon grant and expire 18 Jul 2030. No other non-derivative holdings were disclosed. Following the transaction the director beneficially owns 100,000 derivative securities; no direct share ownership was reported. The filing represents a standard equity-based compensation award, creating potential future dilution equal to the optioned shares but also aligning the new director’s interests with shareholders.