Brag House Holdings Inc. SEC Filings

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.

Brag House Holdings (TBH) entered a definitive merger agreement with House of Doge. Brag House will issue an aggregate of approximately 663,250,176 shares of its common stock on a fully diluted basis (including common, a new series of convertible preferred stock, and RSUs) to House of Doge equity holders, with the amount increasing if House of Doge issues additional shares to non‑affiliates before the Effective Time. House of Doge will also issue 9,000,000 shares of its common stock to Brag House’s CEO and other Purchaser Representatives prior to closing. After closing, House of Doge will become Brag House’s majority shareholder, TBH will be renamed “House of Doge Inc.,” and its Nasdaq listing will continue.

Leadership will shift: House of Doge designates six directors (at least four independent) alongside Mr. Malloy; Marco Margiotta will become CEO, with Charles Park as CFO and Mark Lau as Secretary. Brag House agreed interim cash arrangements for the legacy business, including a $4.9 million allocation framework and minimum cash covenants. Brag House also extended a $8.0 million secured loan at 5% to House of Doge, disbursed on October 14, 2025; $3,516,109.52 repaid existing debt and the balance went to House of Doge. Closing is subject to stockholder approvals, an effective registration statement, Nasdaq approvals, and other customary conditions; a $9.0 million termination fee applies in specified scenarios.

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.