[NT 10-Q] Brag House Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Brag House Holdings, Inc. filed a late notice for its Quarterly Report on Form 10-Q for the period ended September 30, 2025, citing delays in completing its financial statements and disclosures. The company expects to file the report within five calendar days of the original due date. Management indicates that results will differ significantly from the prior year because Brag House became a public company following an IPO on March 7, 2025, which added legal, professional, marketing, investor relations, and stock-based compensation expenses.

Following the IPO, the company repaid and converted certain financial debt to equity, so interest and amortization of debt discount expense was nil for the quarter, compared with the prior-year period. Brag House raised approximately $15 million in gross proceeds in a private investment in public equity offering of Series B Convertible Preferred Stock and warrants on July 24, 2025. On September 2, 2025, it purchased 4,000,000 pre-funded warrants in CleanCore Solutions, Inc. for $4,000,000 in cash, leading to a reported net unrealized gain on equity securities of $4,080,000. Overall, total comprehensive income (loss) for the quarter is expected to be $2,540,636, compared with a loss of $(1,010,058) a year earlier.

Positive

• Expected swing to profitability: Total comprehensive income (loss) for the quarter ended September 30, 2025 is expected to be $2,540,636, versus a loss of $(1,010,058) in the prior-year quarter, driven by reduced debt costs and a $4,080,000 net unrealized gain on equity securities.

Negative

• None.

Insights

Equity & earnings analyst

TBH flags a brief 10-Q delay but signals a swing to profit driven by financing and investment gains.

Brag House Holdings reports a short delay in filing its Form 10-Q for the period ended September 30, 2025, attributing this to the effort needed to complete financial statements and disclosures. It plans to file within five calendar days of the prescribed date, which indicates an administrative timing issue rather than a stated inability to close the books.

The company highlights that its financial profile has changed markedly since its IPO on March 7, 2025. Post-IPO debt repayment and conversion to equity reduced interest and amortization of debt discount expense to nil for the quarter, a sharp contrast to the prior year. It also closed a private investment in public equity on July 24, 2025, issuing Series B Convertible Preferred Stock and warrants for aggregate gross proceeds of about $15,000,000, increasing balance sheet cash.

On September 2, 2025, Brag House purchased 4,000,000 pre-funded warrants in CleanCore Solutions, Inc. at $1.00 each, for a total of $4,000,000 in cash. This position generated a reported net unrealized gain on equity securities of $4,080,000 for the quarter. As a result, total comprehensive income (loss) is expected to be $2,540,636, compared with a loss of $(1,010,058) in the prior-year quarter, a substantial improvement that is heavily influenced by this investment gain and the changed capital structure.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number: 3235-0058
	Expires: September 30, 2028
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	SEC FILE NUMBER
	001-42525
	CUSIP NUMBER 104813209

(Check one):		¨Form 10-K ¨  Form 20-F ¨  Form 11-K  ☒  Form 10-Q ¨  Form 10-D ¨  Form N-SAR ¨  Form N-CSR
		For Period Ended:	September 30, 2025
		¨   Transition Report on Form 10-K
		¨   Transition Report on Form 20-F
		¨   Transition Report on Form 11-K
		¨   Transition Report on Form 10-Q
		¨   Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Brag House Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

45 Park Street

Address of Principal Executive Office (Street and Number)

Montclair, NJ 07042

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

BRAG HOUSE HOLDINGS, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “Quarterly Report”) by the November 14, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and conducting a final review of the financial statements and other disclosures in the Quarterly Report for the period ended September 30, 2025 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Lavell Juan Malloy, II		(413)		398-2845
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. The Company completed its Initial Public Offering ("IPO") on March 7, 2025. As such, for the three months ended September 30, 2025, given its status as a publicly-listed company, the Company had various legal, professional, marketing, investor relations, and stock-based compensation expenses, which were substantially different from those incurred in the three months ended September 30, 2024. As a result of the Company's IPO, the Company repaid and converted to equity certain financial debts and accumulated cash on its balance sheet. Therefore, the Company's expense related to Interest and Amortization of Debt Discount was nil for the three months ended September 30, 2025, which represents a material decrease from the three months ended September 30, 2024. Subsequent to the IPO, the Company also effected certain significant financial transactions. On July 24, 2025, the Company entered into a securities purchase agreement with various investors for a private investment in public equity offering of Series B Convertible Preferred Stock and Warrants convertible into shares of Common Stock, for aggregate gross proceeds totaling approximately $15 million. As a result of this transaction, the Company had substantially more cash on its balance sheet as of September 30, 2025, as compared to the period ended September 30, 2024. Thereafter, on September 2, 2025, the Company entered into a securities purchase agreement with CleanCore Solutions, Inc. (“CleanCore”) pursuant to which the Company purchased Pre-Funded Warrants convertible into 4,000,000 shares of CleanCore’s Class B Common Stock for a purchase price of $1.00 in cash per Pre-Funded Warrant for a total purchase price of $4,000,000 in cash. As a result of this transaction, the Company recorded a Net Unrealized Gain on Equity Securities of $4,080,000 for the three months ended September 30, 2025. Overall, for the three months ended September 30, 2025, the Company's Total Comprehensive Income (Loss) is expected to be $2,540,636, which is substantially greater than the loss of $(1,010,058) incurred in the three months ended September 30, 2024.

2

BRAG HOUSE HOLDINGS, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

November 17, 2025	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

3

FAQ

Why did Brag House Holdings (TBH) file an NT 10-Q for the quarter ended September 30, 2025?

Brag House Holdings filed an NT 10-Q because it could not complete its financial statements and other disclosures for the quarter ended September 30, 2025 without unreasonable effort or expense, and needs additional time to finalize and review this information.

When does Brag House Holdings expect to file its delayed Form 10-Q for TBH?

The company states that it anticipates filing its Quarterly Report on Form 10-Q for the period ended September 30, 2025 no later than the fifth calendar day following the prescribed filing date.

How is Brag House Holdings expected Q3 2025 performance different from Q3 2024?

For the three months ended September 30, 2025, Brag House Holdings expects total comprehensive income (loss) of $2,540,636, compared with a loss of $(1,010,058) for the three months ended September 30, 2024, reflecting a substantial improvement.

What major financing did Brag House Holdings (TBH) complete in 2025?

The company completed its IPO on March 7, 2025 and, on July 24, 2025, entered into a securities purchase agreement for a private investment in public equity offering of Series B Convertible Preferred Stock and warrants, generating aggregate gross proceeds of approximately $15,000,000.

How did the CleanCore Solutions investment affect Brag House Holdings results?

On September 2, 2025, Brag House purchased 4,000,000 pre-funded warrants in CleanCore Solutions, Inc. at $1.00 each for $4,000,000, which led to a net unrealized gain on equity securities of $4,080,000 for the quarter ended September 30, 2025.

How did Brag House Holdings IPO impact its interest expense in Q3 2025?

As a result of the IPO, the company repaid and converted certain financial debts to equity, leading to interest and amortization of debt discount expense being nil for the three months ended September 30, 2025, a material decrease from the same period in 2024.

What new costs did Brag House Holdings incur after becoming publicly listed?

For the three months ended September 30, 2025, Brag House incurred legal, professional, marketing, investor relations, and stock-based compensation expenses associated with being a publicly listed company, which differed substantially from the prior-year period.