--12-31
false
0001903595
0001903595
2026-05-29
2026-05-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 29, 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 Number) |
| 45
Park Street, Montclair, NJ |
|
07042 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
(413)
398-2845
(Registrant’s
telephone number, including area code)
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 CFR240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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, par value
$0.0001 |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On
June 1, 2026, Brag House Holdings, Inc. (the “Company”) entered into an Amendment No. 2 to Convertible Promissory Note (the
“Amendment”), by and among the Company, House of Doge, Inc. (“House of Doge” and, collectively with the Company,
the “Issuers”), and YA II PN, Ltd (the “Holder”), which amended that certain Promissory Note (the “Promissory
Note”) by and among the Company, House of Doge and the Holder, dated December 4, 2025, as amended by Amendment No. 1 dated March
20, 2026.
Pursuant
to the Amendment, the Issuer and the Holder agreed to extend the maturity date of the Promissory Note from June 1, 2026 to July 31, 2026.
As a condition to the effectiveness of the Amendment, the Issuers agreed (i) to pay to the Holder $100,000 as consideration of the extension
of the maturity date, (ii) to pay to the Holder $200,000 towards the outstanding balance of the Promissory Note and (iii) to deposit
9,000,000 shares in CleanCore Solutions (the “ZONE Shares”) held by Dogecoin Ventures, Inc. (“Dogecoin Ventures”)
with Revere Securities LLC (the “Securities Intermediary”), in accordance with which Dogecoin Ventures has instructed the
Securities Intermediary to direct any consideration received as compensation for sales or trades of the ZONE Shares to the Holder as
payment under the obligations of the Promissory Note.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 29, 2026, the Company filed a certificate of amendment to the Company’s Certificate of Incorporation (the “Certificate
of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock split of the shares of the
Company’s common stock, par value $0.0001 per share (“Common Stock”), effective as of 5:00 a.m., Eastern Time, on June
1, 2026 (the “Reverse Stock Split”). The Common Stock began trading on a post-split basis on the Nasdaq Capital Market as
of the open of trading on June 1, 2026. The ticker symbol for the Common Stock remains “TBH.”
As
previously disclosed, at the Special Meeting of Stockholders held on April 7, 2026 (the “Special Meeting”), the Company’s
stockholders approved the Certificate of Amendment and authorized the Board of Directors of the Company (the “Board”) to
determine the ratio of the reverse stock split within a specified range of 1-for-5 and 1-for-50. Following the Special Meeting, the Board
determined to effect the Reverse Stock Split at a ratio of 1-for-8.
As
a result of the Reverse Stock Split, every 8 shares of the Company’s issued and outstanding Common Stock was automatically combined,
converted and changed into one share of Common Stock, without any change in the number of authorized shares or the par value per share.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a
fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Based
upon the Reverse Stock Split ratio, proportionate adjustments will be made to the number of shares of Common Stock issuable upon the
exercise or conversion of outstanding promissory notes and equity plans, as applicable. The number of shares reserved for issuance
pursuant to these securities will be reduced proportionately based upon the Reverse Stock Split ratio.
VStock
Transfer, LLC is acting as paying agent for the Reverse Stock Split and will adjust registered stockholders’ book-entry accounts
to reflect the applicable ratio automatically. Stockholders owning shares via a broker or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split, subject to the brokers’ particular processes, and generally will not be required to
take any action.
The
new CUSIP number for the Company’s Common Stock following the Reverse Stock Split is 104813308.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this report and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of Brag House Holdings, Inc. |
| 10.1 |
|
Amendment No. 2 to Convertible Promissory Note |
| 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, hereunder duly authorized.
| |
BRAG
HOUSE HOLDINGS, INC. |
| |
|
|
| Dated: June 4, 2026 |
By: |
/s/ Lavell Juan Malloy,
II |
| |
|
Lavell Juan Malloy,
II |
| |
|
Chief Executive Officer |
