Welcome to our dedicated page for Brag House Holdings SEC filings (Ticker: TBH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Brag House Holdings, Inc. (NASDAQ: TBH) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures as it operates in electronic gaming and multimedia and pursues a merger with House of Doge, Inc. Brag House is a smaller reporting company and emerging growth company, and its filings offer insight into both its Gen Z-focused media technology gaming platform and its evolving capital structure.
Investors can review current reports on Form 8-K that describe material events, including the Merger Agreement with House of Doge and subsequent amendments to Brag House’s certificate of incorporation. One 8-K details the definitive merger agreement under which House of Doge will merge into a Brag House subsidiary, become a wholly owned subsidiary, and ultimately the majority shareholder, with Brag House to be renamed "House of Doge Inc." Another 8-K explains the creation of Series C Convertible Preferred Stock, which is tied to the merger and is convertible into common stock subject to ownership and voting limitations.
Users will also find registration statements and related amendments, such as S-1/A filings that discuss Brag House’s status as an emerging growth company, its Nasdaq listing under the symbol TBH, and resale registration for shares issued in private placements of preferred stock and warrants. These documents outline prior capital raises, warrant terms, and selling stockholder arrangements. In addition, a registration statement on Form S-4 has been filed in connection with the proposed merger, containing detailed information about the business combination and the fairness opinion obtained by Brag House.
Brag House’s periodic reports and notifications, including NT 10-Q filings, explain delays in quarterly report filings and provide narrative context about changes in results of operations following its IPO and subsequent financing transactions. Other 8-K filings cover governance changes, such as director appointments and resignations, and investment agreements like the purchase of pre-funded warrants in CleanCore Solutions, Inc.
On Stock Titan, these filings are supplemented by AI-powered summaries that highlight key terms—such as exchange ratios, preferred stock features, working capital arrangements for Brag House’s legacy gaming business, and conditions to closing the merger. Users can quickly locate annual and quarterly reporting forms when they are filed, as well as insider-related updates disclosed through current reports. This makes the TBH filings page a practical resource for understanding how Brag House structures its merger with House of Doge, manages its capital markets activities, and discloses material developments affecting shareholders.
Brag House Holdings, Inc. reported that its Chief Financial Officer, Chetan Jindal, resigned effective February 5, 2026 to pursue other opportunities. The board appointed Rene Rodriguez, previously the Company’s Controller and a longtime finance consultant, as Acting Chief Financial Officer on the same date.
Rodriguez, age 42, is a Florida-licensed Certified Public Accountant and Certified Fraud Examiner with prior audit and advisory roles at early-stage companies, the University of Miami, and Lennar Corporation. The filing also outlines his past compensation of about $187,993 in 2025, prior stock option grants totaling 150,000 shares, and an employment agreement providing a $150,000 base salary, bonus eligibility, health benefits, a 30-day resignation notice requirement, and three months of salary if terminated without cause.
Brag House Holdings, Inc. is registering up to 663,250,176 shares of common stock in an amended Form S-4 for a stock-for-stock merger with House of Doge Inc. Merger Sub will merge into House of Doge, which becomes a wholly owned subsidiary, and Brag House will be renamed “House of Doge Inc.” with the ticker expected to be “HODO” on Nasdaq.
House of Doge shareholders and RSU holders will receive Brag House common stock based on an exchange ratio using 663,250,176 as the numerator, with certain major holders able to receive convertible Series C Preferred Stock subject to a 4.99% beneficial ownership cap. Based on January 27, 2026 data, existing Brag House securityholders are expected to own about 5.59% of the common stock post-closing, and House of Doge holders about 94.41% (9.10% and 90.90% on a fully diluted basis).
Stockholders will vote at a March 16, 2026 virtual special meeting on the merger and a package of related items, including a large authorized share increase, a reverse split, director elections, a stock plan increase, Nasdaq share issuance approvals, a Yorkville equity line and convertible note structure, and a potential adjournment. Failure to approve the required proposals allows House of Doge to terminate the deal, triggering a $9.0 million termination fee payable by Brag House.
TBH filed a notice related to the planned sale of company stock under Rule 144. The person filing intends to sell 85,000 shares of common stock of the issuer through Charles Schwab Corp. as broker, with an stated aggregate market value of $45,288.00. The filing notes that there were 19,799,090 shares of the same class of securities outstanding and lists Nasdaq as the securities exchange, with an approximate sale date of January 12, 2026.
The shares to be sold come from a prior stock grant from the issuer dated May 28, 2024, where 287,338 shares of common stock were acquired as employee compensation. The signer represents that they are not aware of any undisclosed material adverse information about the issuer’s current or future operations.
Brag House Holdings, Inc. reported that it received a deficiency notice from Nasdaq on January 6, 2026 because its common stock’s closing bid price has been below $1.00 per share for the last 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price. The company’s shares remain listed on The Nasdaq Capital Market for now, and the notice has no immediate effect on trading.
Brag House has 180 calendar days, until July 6, 2026, to regain compliance by maintaining a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days. If it still does not meet this requirement, it may qualify for a second 180‑day period if it satisfies other Nasdaq initial listing standards. If compliance is not restored, the stock could be delisted, although the company would be able to appeal. Management plans to monitor the share price and evaluate options to address the issue.
Brag House Holdings, Inc. created a new Series C Convertible Preferred Stock in connection with its merger with House of Doge, Inc. The company designated 65 shares of preferred stock, each convertible into 5,000,000 shares of common stock, giving a large potential pool of new common shares if conversions occur.
Conversions and voting are limited by a 4.99% beneficial ownership cap, which holders may raise to up to 9.99% with 61 days’ prior notice. The Series C votes with common stock on an as-converted basis within these limits and receives dividends on the same basis when dividends are paid on common shares.
In a liquidation, the Series C ranks senior to common stock and equal with the company’s other preferred series, but below any securities expressly designated as senior. The terms include standard anti-dilution adjustments, and the Series C may be issued only under the merger agreement or in later rights offerings where holders participate on an as-converted basis.
Brag House Holdings (TBH) reported Q3 2025 results showing no revenue for the nine months ended September 30, 2025 and a small net loss of $232,254, compared with a $3.0 million loss a year earlier. The company posted Q3 net income of $2.54 million, driven mainly by a $4.08 million unrealized gain on its $4.0 million investment in equity securities. Cash rose to $9.6 million from $29,228 at year-end 2024, helped by its IPO and a $15.0 million PIPE offering of Series B preferred stock, while total liabilities fell to $1.6 million and stockholders’ equity turned positive at $16.6 million. Despite the stronger balance sheet, Brag House has generated minimal revenue since inception, has negative operating cash flow of $4.2 million year-to-date, and discloses substantial doubt about its ability to continue as a going concern. The company highlights a strategic partnership with Learfield for collegiate gaming activations and a pending merger agreement with House of Doge, which it expects to finalize in the first quarter of 2026, subject to customary closing conditions.
Brag House Holdings, Inc. filed a late notice for its Quarterly Report on Form 10-Q for the period ended September 30, 2025, citing delays in completing its financial statements and disclosures. The company expects to file the report within five calendar days of the original due date. Management indicates that results will differ significantly from the prior year because Brag House became a public company following an IPO on March 7, 2025, which added legal, professional, marketing, investor relations, and stock-based compensation expenses.
Following the IPO, the company repaid and converted certain financial debt to equity, so interest and amortization of debt discount expense was nil for the quarter, compared with the prior-year period. Brag House raised approximately $15 million in gross proceeds in a private investment in public equity offering of Series B Convertible Preferred Stock and warrants on July 24, 2025. On September 2, 2025, it purchased 4,000,000 pre-funded warrants in CleanCore Solutions, Inc. for $4,000,000 in cash, leading to a reported net unrealized gain on equity securities of $4,080,000. Overall, total comprehensive income (loss) for the quarter is expected to be $2,540,636, compared with a loss of $(1,010,058) a year earlier.
Brag House Holdings (TBH) reported an insider equity award. Director DeLu Jackson received 100,000 stock options on July 18, 2025, at an exercise price of $1 per share. The options were granted under the company’s 2024 Omnibus Incentive Plan, are fully vested, immediately exercisable, and expire on July 18, 2030.
Following the transaction, the reporting person beneficially owned 100,000 derivative securities, held directly. This filing reflects an acquisition of derivative securities as indicated by transaction code A.