House of Doge Inc. SEC Filings

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. adjourned its special meeting of stockholders to reconvene virtually on April 7, 2026 at 2:00 p.m. Eastern Time to continue solicitation of proxies to approve a previously disclosed merger with House of Doge Inc..

At the meeting held March 16, 2026, stockholders approved an adjournment proposal by a vote of 8,907,331 for, 237,578 against, and 8,102 abstentions. The record date for voting remains January 27, 2026.

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. is registering up to 663,250,176 shares of common stock in an amended Form S-4 for a stock-for-stock merger with House of Doge Inc. Merger Sub will merge into House of Doge, which becomes a wholly owned subsidiary, and Brag House will be renamed “House of Doge Inc.” with the ticker expected to be “HODO” on Nasdaq.

House of Doge shareholders and RSU holders will receive Brag House common stock based on an exchange ratio using 663,250,176 as the numerator, with certain major holders able to receive convertible Series C Preferred Stock subject to a 4.99% beneficial ownership cap. Based on January 27, 2026 data, existing Brag House securityholders are expected to own about 5.59% of the common stock post-closing, and House of Doge holders about 94.41% (9.10% and 90.90% on a fully diluted basis).

Stockholders will vote at a March 16, 2026 virtual special meeting on the merger and a package of related items, including a large authorized share increase, a reverse split, director elections, a stock plan increase, Nasdaq share issuance approvals, a Yorkville equity line and convertible note structure, and a potential adjournment. Failure to approve the required proposals allows House of Doge to terminate the deal, triggering a $9.0 million termination fee payable by Brag House.

TBH filed a notice related to the planned sale of company stock under Rule 144. The person filing intends to sell 85,000 shares of common stock of the issuer through Charles Schwab Corp. as broker, with an stated aggregate market value of $45,288.00. The filing notes that there were 19,799,090 shares of the same class of securities outstanding and lists Nasdaq as the securities exchange, with an approximate sale date of January 12, 2026.

The shares to be sold come from a prior stock grant from the issuer dated May 28, 2024, where 287,338 shares of common stock were acquired as employee compensation. The signer represents that they are not aware of any undisclosed material adverse information about the issuer’s current or future operations.

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.