Every 8-K that Brag House Holdings, Inc. (TBH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow TBH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TBH filings page.
House of Doge Inc., formerly Brag House Holdings, completed its merger with House of Doge Inc. (Texas) on June 30, 2026, creating a new holding company structure. HOD merged into Brag House Merger Sub and now operates as a wholly owned subsidiary.
At closing, 329,929,373 HOD common shares were converted into 64,001,726 shares of House of Doge common stock and 2.051823 Class C preferred shares, each convertible into 5,000,000 common shares. Vested HOD RSUs converted into 6,361,978 common shares and unvested RSUs into 2,283,392 Company RSUs, resulting in 75,902,985 common shares outstanding after the merger.
Former HOD equity holders beneficially own about 90.66% of outstanding common shares and 83.32% on a fully diluted basis, constituting a change of control. The company changed its name to House of Doge Inc., shifted its Nasdaq ticker to “HODO,” installed a new six‑member board and new CEO and CFO, and transferred the legacy Brag House business into a subsidiary.
Brag House Holdings, Inc. entered into Amendment No. 2 to its Convertible Promissory Note with YA II PN, Ltd., extending the note’s maturity date from June 1, 2026 to July 31, 2026. As conditions for this extension, the issuers will pay the holder $100,000 as consideration and $200,000 toward the outstanding balance, and arrange for 9,000,000 ZONE Shares held by Dogecoin Ventures, Inc. to be deposited with a securities intermediary, with sale proceeds directed to the holder.
The company also approved and implemented a 1-for-8 reverse stock split of its common stock, effective at 5:00 a.m. Eastern Time on June 1, 2026. Every 8 issued and outstanding shares were combined into one share, with no change to the number of authorized shares or par value. Fractional shares will not be issued; affected stockholders will receive cash in lieu of fractional shares. Proportionate adjustments will be made to shares issuable under outstanding promissory notes and equity plans. The common stock continues to trade on the Nasdaq Capital Market under the symbol “TBH,” with a new CUSIP number.
Brag House Holdings, Inc. entered into Amendment No. 4 to its Merger Agreement with House of Doge Inc. and Brag House Merger Sub, Inc. on May 11, 2026. This amendment changes the merger timeline but does not alter the basic structure of the planned transaction.
The amendment extends the date after which either Brag House or House of Doge can terminate the Merger Agreement if the merger has not closed, moving that outside deadline to June 30, 2026. House of Doge would remain the surviving company in the merger as a wholly owned subsidiary of Brag House if the deal is completed.
Brag House Holdings, Inc. entered into a securities purchase agreement with institutional investors to issue senior secured convertible notes with an aggregate original principal amount of $2,500,000, sold at a 25% original issue discount for $1,875,000 in subscription proceeds. The notes bear interest at 12.0% per year, mature on February 4, 2027, and are convertible into common stock at $0.7101 per share, subject to adjustments and ownership limits.
The company will also issue 3,000,000 commitment shares of common stock as a fee, divided equally among three purchasers. The notes are secured by a second priority lien on substantially all company and subsidiary assets and are guaranteed by existing subsidiaries, subject to Yorkville’s consent. Net proceeds have been deposited with House of Doge, Inc. in anticipation of the planned merger, and Brag House agreed to register the resale of conversion shares and commitment shares under a registration rights agreement.
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.
Brag House Holdings, Inc. entered into Amendment No. 3 to its Merger Agreement with House of Doge Inc. and Brag House Merger Sub, Inc. The amendment allows House of Doge to extend and expand transfer restrictions on Brag House common stock issued to its stockholders and to holders of vested House of Doge restricted stock units after the merger.
The restrictions can limit how many shares each former House of Doge securityholder may sell based on trading volume of Brag House common stock on the Nasdaq Stock Market LLC or other applicable exchange. Brag House will instruct the exchange agent to place stop transfer orders or restrictive legends on these shares. The amendment also extends the date after which either party may terminate the Merger Agreement if the transaction has not closed to May 29, 2026.
Brag House Holdings, Inc. reported a change to equity compensation for its CEO, Lavell Juan Malloy II, and COO, Daniel Leibovich. On March 18, 2026, the Board approved cancellation of all outstanding stock options held by each Executive, covering 570,778 shares per Executive, or 1,141,556 shares in total. In their place, the company granted each Executive 570,778 fully vested Restricted Stock Units (RSUs) under the 2024 Omnibus Incentive Plan, again 1,141,556 RSUs in aggregate. The Board stated this two-step corrective action is intended to align with the original economic intent of their June 15, 2024 employment agreements and to avoid unnecessary tax burden or contingent cash liabilities for both the company and the Executives. On March 19, 2026, Brag House entered into RSU Award Agreements with each Executive to document these replacement grants.
Brag House Holdings, Inc. reported that its special meeting of stockholders, originally convened on March 16, 2026 to vote on its previously announced Merger Agreement with House of Doge Inc., was adjourned to allow more time to solicit proxies. Stockholders approved an Adjournment Proposal, with 8,907,331 votes for, 237,578 against and 8,102 abstentions. The special meeting is expected to reconvene virtually on April 7, 2026 at 2:00 p.m. Eastern Time, and the record date for voting eligibility remains January 27, 2026.
Brag House Holdings, Inc. reported that its Chief Financial Officer, Chetan Jindal, resigned effective February 5, 2026 to pursue other opportunities. The board appointed Rene Rodriguez, previously the Company’s Controller and a longtime finance consultant, as Acting Chief Financial Officer on the same date.
Rodriguez, age 42, is a Florida-licensed Certified Public Accountant and Certified Fraud Examiner with prior audit and advisory roles at early-stage companies, the University of Miami, and Lennar Corporation. The filing also outlines his past compensation of about $187,993 in 2025, prior stock option grants totaling 150,000 shares, and an employment agreement providing a $150,000 base salary, bonus eligibility, health benefits, a 30-day resignation notice requirement, and three months of salary if terminated without cause.
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.
Brag House Holdings, Inc. created a new Series C Convertible Preferred Stock in connection with its merger with House of Doge, Inc. The company designated 65 shares of preferred stock, each convertible into 5,000,000 shares of common stock, giving a large potential pool of new common shares if conversions occur.
Conversions and voting are limited by a 4.99% beneficial ownership cap, which holders may raise to up to 9.99% with 61 days’ prior notice. The Series C votes with common stock on an as-converted basis within these limits and receives dividends on the same basis when dividends are paid on common shares.
In a liquidation, the Series C ranks senior to common stock and equal with the company’s other preferred series, but below any securities expressly designated as senior. The terms include standard anti-dilution adjustments, and the Series C may be issued only under the merger agreement or in later rights offerings where holders participate on an as-converted basis.
Brag House Holdings (TBH) entered a definitive merger agreement with House of Doge. Brag House will issue an aggregate of approximately 663,250,176 shares of its common stock on a fully diluted basis (including common, a new series of convertible preferred stock, and RSUs) to House of Doge equity holders, with the amount increasing if House of Doge issues additional shares to non‑affiliates before the Effective Time. House of Doge will also issue 9,000,000 shares of its common stock to Brag House’s CEO and other Purchaser Representatives prior to closing. After closing, House of Doge will become Brag House’s majority shareholder, TBH will be renamed “House of Doge Inc.,” and its Nasdaq listing will continue.
Leadership will shift: House of Doge designates six directors (at least four independent) alongside Mr. Malloy; Marco Margiotta will become CEO, with Charles Park as CFO and Mark Lau as Secretary. Brag House agreed interim cash arrangements for the legacy business, including a $4.9 million allocation framework and minimum cash covenants. Brag House also extended a $8.0 million secured loan at 5% to House of Doge, disbursed on October 14, 2025; $3,516,109.52 repaid existing debt and the balance went to House of Doge. Closing is subject to stockholder approvals, an effective registration statement, Nasdaq approvals, and other customary conditions; a $9.0 million termination fee applies in specified scenarios.
Brag House Holdings, Inc. (TBH) disclosed a material event related to securities and registration rights. The filing shows a Pre-Funded Warrant was issued on September 5, 2025 and a Registration Rights Agreement dated September 1, 2025. Under the registration rights provisions shown, if certain registration or public-sale events are not completed by specified deadlines (referred to as an "Event Date"), the company must pay partial liquidated damages of $1,000 per day to the purchaser until the failure is cured. If those amounts are unpaid for seven days, interest accrues at 18% per annum (or the maximum permitted by law). The filing is signed by CEO Lavell Juan Malloy, II.
Brag House Holdings, Inc. reported a change in its board of directors. On August 19, 2025, Daniel Fidrya resigned as a member of the board, effective immediately. The company stated that his resignation did not result from any disagreement over its operations, policies, or practices.
On the same date, the board appointed Scott D. Woller as an independent director, also effective August 19, 2025. He will serve as Chair of the audit committee and as a member of the nominations and corporate governance committee. The board determined that he qualifies as an independent director under Nasdaq and SEC rules and as an audit committee financial expert under Regulation S-K. Woller is currently Senior Counsel at Wachtel Missry LLP, has nearly 20 years of experience advising companies and investors, has no family relationships with current officers or directors, and has no related party transactions reportable under Regulation S-K Item 404(a).
Brag House Holdings, Inc. (Nasdaq: TBH) filed a Form 8-K disclosing the immediate resignation of board member Michele Morrow on 24 June 2025. The company states that Ms. Morrow’s departure was not due to any disagreement concerning operations, policies or practices. No other executive changes, financial data or strategic actions were reported in this filing.
- Event type: Director resignation (Item 5.02)
- Effective date: 24 June 2025
- Reason disclosed: No disagreements with the company
- Board/governance impact: One vacant seat; company did not announce a replacement in this filing
The filing is routine in nature and contains no financial statements, earnings figures or transactional details. Investors may monitor forthcoming disclosures for any additional changes to board composition or strategy.