UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 26, 2026
Brag House Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42525 |
|
87-4032622 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
45 Park Street,
Montclair, NJ 07042
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (413) 398-2845
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
TBH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
As previously disclosed, Brag House Holdings,
Inc. (the “Company”) has entered into a Merger Agreement, dated as of October 12, 2025, by and among the Company,
Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (“House
of Doge”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025 and Amendment No 2. thereto dated
as of February 2, 2026 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge
with and into House of Doge (the “Merger”), with House of Doge surviving the Merger as a wholly owned subsidiary of
the Company.
On March 26, 2026, the parties entered into an
Amendment No. 3 to the Merger Agreement (the “Amendment”). The Amendment permits House of Doge to: (i) extend restrictions,
which would otherwise be applicable pursuant to existing agreements between House of Doge and its stockholders, on the holders’
ability to transfer the shares of the Company’s common stock that are issued to HOD stockholders in the Merger; and (ii) impose
similar transfer restrictions on holders of vested House of Doge restricted stock units that receive shares of the Company’s common
stock in the Merger and limit the amount of shares that any such former holder of restricted stock units can transfer or otherwise dispose
of based on the trading volume of the Company’s common stock on the Nasdaq Stock Market LLC or other applicable exchange on which
shares of the Company’s common stock is then trading on the day prior to such transfer. The Amendment also provides that the Company
will instruct the exchange agent to place appropriate stop transfer orders against or restrictive legends on the shares of the Company’s
common stock issued to the former House of Doge stockholders or holders of restricted stock units in the Merger.
The amendment also extends the date after which
either the Company or House of Doge can terminate the Merger Agreement if the transactions contemplated thereby have not been consummated
to May 29, 2026.
The foregoing summary of the terms of the Amendment
is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 2.1 |
|
Amendment No. 3 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of March 26, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2026 |
BRAG HOUSE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Lavell Juan Malloy, II |
| |
Name: |
Lavell Juan Malloy, II |
| |
Title: |
Chief Executive Officer |
