Brag House (NASDAQ: TBH) faces Nasdaq minimum bid price deficiency risk

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Brag House received a notice that its stock failed to meet the $1.00 per share minimum bid price for 30 consecutive business days, placing it out of compliance with Nasdaq Listing Rule 5550(a)(2).
• Potential delisting risk: If the company does not restore a bid price of at least $1.00 per share for ten consecutive business days within the allowed compliance periods, Nasdaq may delist the common stock, subject to appeal.

Insights

Equity & Listing Standards Analyst

Nasdaq minimum bid deficiency introduces delisting risk if not cured.

Brag House Holdings, Inc. disclosed that Nasdaq notified it on January 6, 2026 that its common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. This places the company in a formal compliance period under Nasdaq Listing Rule 5810(c)(3)(A), but trading and listing status remain unchanged for now.

The company has 180 calendar days, until July 6, 2026, to achieve a closing bid price of at least $1.00 per share for ten consecutive business days. If it meets other initial listing standards, it might gain a second 180‑day window, which would extend the time available to address the bid price issue.

If the minimum bid price is not restored within the allowed period, Nasdaq can initiate delisting, though Brag House would be entitled to appeal to a hearings panel. The company states it intends to monitor its closing bid price and evaluate options to regain compliance; the actual outcome will depend on future share price performance and any actions the company takes within the specified compliance timelines.

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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) January 6, 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)		(Zip Code)

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 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 6, 2026, Brag House Holdings, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

The Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 6, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 6, 2026.

If the Company is not in compliance with the Minimum Bid Requirement by July 6, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.

The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.

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: January 9, 2026	BRAG HOUSE HOLDINGS, INC.
	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

FAQ

Why did Brag House Holdings, Inc. (TBH) receive a Nasdaq deficiency notice?

Brag House received a Nasdaq deficiency notice because the closing bid price of its common stock was below $1.00 per share for the last 30 consecutive business days, violating the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2).

Does the Nasdaq notice immediately affect TBH stock’s listing or trading?

No. The company states the notice has no immediate effect on the continued listing of its common stock on The Nasdaq Capital Market, so the listing remains fully effective while it is in the compliance period.

How long does Brag House (TBH) have to regain compliance with Nasdaq’s $1.00 minimum bid price?

Brag House has an initial 180 calendar day compliance period from the date of the notice, until July 6, 2026, to regain compliance by having a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days.

Can Brag House (TBH) get more time if it still does not meet the Nasdaq bid price rule by July 6, 2026?

Yes. If the company is not compliant with the minimum bid price by July 6, 2026, it may receive a second 180 calendar day compliance period, provided it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, aside from the minimum bid price requirement.

What happens if Brag House (TBH) ultimately fails to regain compliance with the Nasdaq minimum bid price rule?

If Brag House does not regain compliance within the allowed compliance periods, Nasdaq will notify the company that its common stock will be subject to delisting. Brag House would then have the right to appeal this determination to a Nasdaq hearings panel.

What does Brag House (TBH) plan to do in response to the Nasdaq deficiency notice?

The company states that it intends to actively monitor the closing bid price of its common stock and evaluate available options to regain compliance with the Nasdaq minimum bid price requirement.