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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): March 18, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed, on July 18, 2025, the Board of Directors (the “Board”) of Brag House Holdings, Inc. (the “Company”)
issued, pursuant to the Company’s 2024 Omnibus Incentive Plan (the “Plan”), 223,556 stock options to Lavell
Juan Malloy II (the Company’s CEO and Chairman of the Board) and 223,556 Options to Daniel Leibovich (the Company’s Chief
Operating Officer and a member of the Board) (each an “Executive”).
As
of the date hereof, each Executive holds 570,778 stock options issued pursuant to the Plan.
On
March 18, 2026, the Board approved a corrective action with respect to the outstanding equity compensation arrangements of Mr. Malloy
and Mr. Leibovich to reflect the original economic intent of the compensation arrangements set forth in their respective Executive Employment
Agreements dated June 15, 2024, and to avoid unnecessary tax burden or contingent cash liabilities to both the Company and the Executives.
The
Board approved the following two-step corrective action:
| (i) | Cancellation
of Stock Options. The mutual cancellation of all outstanding stock option awards held by
each Executive, consisting of 570,778 shares subject to options held by Mr. Malloy and 570,778
shares subject to options held by Mr. Leibovich (1,141,556 shares in the aggregate). |
| | | |
| (ii) | Issuance
of Replacement RSUs. The issuance to each Executive of 570,778 Restricted Stock Units (“RSUs”)
under the Plan, fully vested upon grant, covering the same number of shares as the cancelled
options (1,141,556 RSUs in the aggregate). |
Following
the corrective action by the Board, on March 19, 2026, the Company entered into the Restricted Stock Unit Award Agreement with each Executive
respectively, (the “RSU Agreements”) to issue 570,778 RSUs in lieu of the number shares underlying the cancelled stock
options.
The
foregoing description of the RSU Agreements do not purport to be complete and are qualified in their entirety by reference to the full
text of the form of RSU Agreement under the Plan, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Restricted Stock Award by and between Brag House Holdings, Inc. and Lavell Juan Malloy, II |
| 10.2 |
|
Restricted Stock Award by and between Brag House Holdings, Inc. and Daniel Leibovich |
| 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 24, 2026 |
BRAG HOUSE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Lavell
Juan Malloy, II |
| |
Name: |
Lavell Juan Malloy, II |
| |
Title: |
Chief Executive Officer |
