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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) reported Q3 2025 results showing no revenue for the nine months ended September 30, 2025 and a small net loss of $232,254, compared with a $3.0 million loss a year earlier. The company posted Q3 net income of $2.54 million, driven mainly by a $4.08 million unrealized gain on its $4.0 million investment in equity securities. Cash rose to $9.6 million from $29,228 at year-end 2024, helped by its IPO and a $15.0 million PIPE offering of Series B preferred stock, while total liabilities fell to $1.6 million and stockholders’ equity turned positive at $16.6 million. Despite the stronger balance sheet, Brag House has generated minimal revenue since inception, has negative operating cash flow of $4.2 million year-to-date, and discloses substantial doubt about its ability to continue as a going concern. The company highlights a strategic partnership with Learfield for collegiate gaming activations and a pending merger agreement with House of Doge, which it expects to finalize in the first quarter of 2026, subject to customary closing conditions.
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.
Brag House Holdings (TBH) reported an insider equity award. Director DeLu Jackson received 100,000 stock options on July 18, 2025, at an exercise price of $1 per share. The options were granted under the company’s 2024 Omnibus Incentive Plan, are fully vested, immediately exercisable, and expire on July 18, 2030.
Following the transaction, the reporting person beneficially owned 100,000 derivative securities, held directly. This filing reflects an acquisition of derivative securities as indicated by transaction code A.
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) is amending its S-1 registration to reflect a private placement and related resale registration by selling stockholders. The filing discloses that after issuing 33,590,770 shares to the selling stockholders and deducting estimated offering expenses, the companys as-adjusted net tangible book value would be approximately $28,571,118, or $0.64 per share, an increase of $0.59 per share to existing holders and an immediate dilution of $0.30 per share to new investors. The prospectus lists multiple selling stockholders holding Series B Preferred Stock and PIPE warrants convertible into common shares, including large positions convertible into millions of shares (for example, 420 Investments LLC convertible into 7,069,777 shares and Eleven Ventures LLC convertible into 2,123,142 shares). The document includes risk factor language about market, regulatory, intellectual property, liquidity and operational risks, and enumerates related agreements and exhibits incorporated by reference, including securities purchase agreements, placement agent arrangements, and registration rights documents.
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. reported continued operating losses and liquidity strain in its Form 10-Q. For the six months ended June 30, 2025 the company recorded a net loss of $2,772,890 and negative cash flows from operations of $3,226,885, and management discloses it expects to incur operating losses while executing development and business initiatives through 2025. The company completed an IPO in March 2025, issuing 1,475,000 shares at $4.00 for gross proceeds of $5.9 million (net proceeds $4.8 million) and closed a 221,250 share over-allotment for $885,000 (net $789,200). Common shares outstanding increased to 10,822,588 as of August 14, 2025. Subsequent to period end, the company sold 15,000 units of Series B Convertible Preferred Stock for $15,000,000 (closed July 30, 2025). The filing includes a going concern disclosure, heavy use of equity and convertible debt financings historically, material stock-based and vendor share arrangements for technology services, and bank balances with $1,298,645 exceeding deposit insurance.
Brag House Holdings, Inc. submitted a Form NT 10-Q notice indicating it will not file its quarterly report for the period ended June 30, 2025 on time and is using Rule 12b-25 to extend the filing period. The notice confirms all other required periodic reports for the prior 12 months have been filed and states no significant change in results of operations is anticipated for the period. The notice is signed by Lavell Juan Malloy, II, Chief Executive Officer, dated August 15, 2025.