Brag House holders back merger and big share increase

Brag House Holdings, Inc. stockholders approved its Merger Agreement with House of Doge Inc., clearing the way for House of Doge to become a wholly owned subsidiary after the merger closes.

Accepted by SEC EDGAR 04/13/2026 - 04:30 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Brag House Holdings, Inc. stockholders approved its Merger Agreement with House of Doge Inc., clearing the way for House of Doge to become a wholly owned subsidiary after the merger closes. All seven director nominees were elected, effective at the merger’s effective time.

Stockholders also authorized a large increase in common stock authorization from 250,000,000 to 2,000,000,000 shares and approved a reverse stock split at a ratio between one-for-five and one-for-fifty, to be set by the board. They backed Nasdaq-related proposals for issuing shares in the merger, including 9,000,000 shares for the CEO and COO and expanding the 2024 Omnibus Incentive Plan to 100,000,000 shares.

In addition, stockholders approved potential issuance of more than 20% of outstanding shares, or 3,957,838 shares, to YA II PN, LTD. under a $100.0 million equity purchase agreement and a convertible promissory note of up to $11.0 million, supporting future financing linked to the merger structure.

Insights

M&A and capital structure analyst

TBH investors approved the House of Doge merger and major share authorizations, enabling a highly dilutive but fully financed structure.

Stockholders approved the Merger Agreement with House of Doge, so the combined company can proceed once closing conditions are met. The new board slate tied to the merger was also elected, aligning governance with the post-transaction structure.

Several votes reshape the capital structure. Authorized common stock rises from 250,000,000 to 2,000,000,000 shares, with a board‑determined reverse split between one‑for‑five and one‑for‑fifty. These steps permit very large share issuance while preserving listing flexibility, including for merger consideration and incentive equity.

Stockholders approved issuing shares for the merger, including 9,000,000 shares for the CEO and COO, increasing insider equity exposure. They also cleared issuance above 20% of outstanding shares (3,957,838 shares) to Yorkville under a $100.0 million equity purchase agreement and up to $11.0 million in convertible debt. Actual dilution will depend on future drawdowns and pricing.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Authorized common stock after amendment: 2,000,000,000 shares Prior authorized common stock: 250,000,000 shares Executive merger share grants: 9,000,000 shares +5 more

8 metrics

Authorized common stock after amendment 2,000,000,000 shares Increase from 250,000,000 authorized shares

Prior authorized common stock 250,000,000 shares Before certificate of incorporation amendment

Executive merger share grants 9,000,000 shares Common stock for CEO and COO in connection with merger

Incentive plan share pool 100,000,000 shares Available under Amended and Restated 2024 Omnibus Incentive Plan

Nasdaq 20% Exchange Cap 3,957,838 shares Threshold for issuance to YA II PN, LTD.

Equity purchase agreement size $100.0 million Aggregate gross purchase price of newly issued common stock

Convertible promissory note $11.0 million Aggregate original principal amount to Yorkville

Votes for Merger Agreement 11,028,240 votes Proposal No. 1 votes in favor

Key Terms

Merger Agreement, reverse stock split, Omnibus Incentive Plan, equity purchase agreement, +2 more

6 terms

Merger Agreement financial

"has entered into a Merger Agreement, dated as of October 12, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

reverse stock split financial

"to effect a reverse stock split of the issued and outstanding Common Stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Omnibus Incentive Plan financial

"to approve an amendment to the Brag House Holdings, Inc. Amended and Restated 2024 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

equity purchase agreement financial

"pursuant to (i) an equity purchase agreement by and among the Company, House of Doge, and Yorkville"

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

convertible promissory note financial

"and (ii) a convertible promissory note issued jointly and severally by the Company and House of Doge to Yorkville"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Exchange Cap financial

"more than 20% of the issued and outstanding shares of Common Stock, or 3,957,838 shares (the “Exchange Cap”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What merger did Brag House Holdings (TBH) stockholders approve?

Stockholders approved the Merger Agreement under which Brag House Merger Sub will merge with House of Doge Inc., making House of Doge a wholly owned subsidiary. This vote allows the transaction to proceed once all closing conditions in the agreement are satisfied.

How did Brag House Holdings (TBH) change its authorized common stock?

Stockholders approved increasing authorized common stock from 250,000,000 to 2,000,000,000 shares. This large increase supports merger consideration, future financings, and equity incentives by giving the company significantly more flexibility to issue additional common shares when needed.

What reverse stock split did Brag House Holdings (TBH) approve?

Stockholders approved a reverse stock split of issued and outstanding common stock at a ratio between one-for-five and one-for-fifty, as determined later by the board. This tool helps manage share price and share count while accommodating the much higher authorized share level.

What new equity awards were approved for Brag House Holdings (TBH) executives?

Stockholders approved issuing an aggregate 9,000,000 shares of common stock to the Chief Executive Officer and Chief Operating Officer in connection with the merger. This aligns executive incentives with post‑merger equity performance but also contributes to overall share issuance and dilution.

How did Brag House Holdings (TBH) change its 2024 Omnibus Incentive Plan?

Stockholders approved amending the Amended and Restated 2024 Omnibus Incentive Plan to increase shares available for issuance to 100,000,000. The amendment also allows annual increases starting with the 2027 fiscal year, supporting long‑term equity-based compensation capacity for employees and directors.

What financing arrangements with Yorkville did Brag House Holdings (TBH) approve?

Stockholders approved issuing more than 20% of outstanding shares, or 3,957,838 shares, to YA II PN, LTD. This covers a $100.0 million equity purchase agreement and a convertible promissory note of up to $11.0 million, providing structured access to capital tied to the merger.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): April 7, 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 5.07. Submission of Matters to a Vote of Security Holders.

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, Amendment No 2. thereto dated as of February 2, 2026, and amendment no. 3 thereto dated as of March 26, 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.

As previously disclosed, on March 16, 2026, the Company convened its special meeting of stockholders to vote on the Merger Agreement and related matters. As previously disclosed, the March 16, 2026 meeting was adjourned to April 7, 2026.

On April 7, 2026, the Company held its special meeting of stockholders to vote on the Merger Agreement and related matters (the “Special Meeting”) and a quorum for the transaction of business was present in person virtually or represented by proxy. The Company’s stockholders voted on seven proposals (the Adjournment Proposal did not need to be presented at the Special Meeting), which are described in more detail in the Registration Statement on Form S-4 filed jointly by the Company and House of Doge (as amended from time to time, the “Registration Statement”) containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, the “Proxy Statement”), which Registration Statement was declared effective by the Securities and Exchange Commission on February 5, 2026.

The voting results for each of the proposals were as follows:

Proposal No. 1 – to approve and adopt the Merger Agreement, pursuant to which the Merger will occur, and to approve the transactions contemplated by the Merger Agreement.

Votes
For		Against		Abstain
11,028,240		211,096		967

Proposal No. 2 – to approve an amendment to the Company’s certificate of incorporation (as amended to date) to increase the number of shares of common stock, par value $0.0001 per share (the “Common Stock”) that the Company is authorized to issue from 250,000,000 to 2,000,000,000, in the form attached as Annex B to the Proxy Statement.

Votes
For		Against		Abstain
10,760,011		404,264		76,028

Proposal No. 3 – to approve an amendment to the Company’s certificate of incorporation (as amended to date) to effect a reverse stock split of the issued and outstanding Common Stock at a ratio determined by the Company’s board of directors (the “Board”), of one new share of Common Stock for every five to 50 shares (or any number in between) of outstanding Common Stock, in the form attached as Annex C to the Proxy Statement.

Votes
For		Against		Abstain
10,760,396		463,480		16,427

1

Proposal No. 4 – to elect, effective at the effective time of the Merger, the following six directors to serve on the Board until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified.

Names		Votes For		Votes Withheld
Michael Galloro		11,001,949		238,354
Stephen Ilott		11,003,548		236,755
Sarosh Mistry		11,000,196		240,107
Doug Wall		11,003,702		236,601
Duncan Moir		11,002,256		238,047
Timothy Stebbing		11,003,553		236,750

Proposal No. 5 – to approve, pursuant to the rules of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of shares of Common Stock in connection with the Merger, including the shares of Common Stock issuable upon conversion of the shares of the Company’s Series C Preferred Stock and an aggregate of 9,000,000 shares of Common Stock to be issued to the Company’s Chief Executive Officer and Chief Operating Officer.

Votes
For		Against		Abstain
10,851,813		292,369		96,121

Proposal No. 6 – to approve an amendment to the Brag House Holdings, Inc. Amended and Restated 2024 Omnibus Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder to 100,000,000, subject to annual increases beginning with the 2027 fiscal year.

Votes
For		Against		Abstain
10,802,198		357,957		80,148

Proposal No. 7 – to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding shares of Common Stock, or 3,957,838 shares (the “Exchange Cap”), to YA II PN, LTD., a Cayman Islands exempted limited partnership (“Yorkville”), pursuant to (i) an equity purchase agreement by and among the Company, House of Doge, and Yorkville dated December 4, 2025, in which the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated to purchase, up to the lesser of (x) $100.0 million in aggregate gross purchase price of newly issued shares of Common Stock and (y) the Exchange Cap, provided that the Exchange Cap shall not apply to any shares sold to Yorkville at or above $0.86, and (ii) a convertible promissory note issued jointly and severally by the Company and House of Doge to Yorkville on December 4, 2025 in the aggregate original principal amount of up to $11.0 million.

Votes
For		Against		Abstain
10,843,634		240,084		156,585

On the basis of the above votes, each of proposals 1 through 3 and 5 through 7 were approved and the stockholders elected, effective at the effective time of the Merger, the six directors listed above to serve on the Board until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified.

2

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: April 13, 2026	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Daniel Leibovich
	Name:	Daniel Leibovich
	Title:	Chief Operating Officer

3

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