Brag House Holdings Enters Material Definitive Agreement

TL;DR

BRAG just signed a big deal, filing shows.

AI Summary

On September 2, 2025, Brag House Holdings, Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices at 45 Park Street, Montclair, NJ, filed this 8-K report on September 8, 2025. The filing details the entry into this agreement, though specific terms and parties are not disclosed in the provided text.

Why It Matters

This filing indicates a significant business development for Brag House Holdings, Inc., potentially impacting its operations and future strategy.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which could carry significant implications, but lacks specific details to fully assess the risk.

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• September 8, 2025 (date) — Date of report
• 45 Park Street, Montclair, NJ 07042 (address) — Principal executive offices
• 001-42525 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value TBH The Nasdaq Stock Mark
• $1.00 — ded Warrants ") for a purchase price of $1.00 in cash per Cash Pre-Funded Warrant for
• $4,000,000 — d Warrant for a total purchase price of $4,000,000 in cash. The Company participated in Cl
• $1,000 — securities, an amount in cash equal to $1,000 per day of a Public Information Failure

Filing Documents

• ea0256428-8k_brag.htm (8-K) — 34KB
• ea025642801ex4-1_brag.htm (EX-4.1) — 99KB
• ea025642801ex10-1_brag.htm (EX-10.1) — 267KB
• ea025642801ex10-2_brag.htm (EX-10.2) — 136KB
• 0001213900-25-085657.txt ( ) — 833KB
• tbh-20250902.xsd (EX-101.SCH) — 3KB
• tbh-20250902_lab.xml (EX-101.LAB) — 33KB
• tbh-20250902_pre.xml (EX-101.PRE) — 22KB
• ea0256428-8k_brag_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2025, Brag House Holdings, Inc. (the " Company ") entered into a securities purchase agreement (the " Cash Purchase Agreement ") with CleanCore Solutions, Inc. (" CleanCore ") pursuant to which the Company purchased pre-funded warrants to purchase 4,000,000 shares of CleanCore's class B common stock (the " Cash Pre-Funded Warrants ") for a purchase price of $1.00 in cash per Cash Pre-Funded Warrant for a total purchase price of $4,000,000 in cash. The Company participated in CleanCore's private offering of pre-funded warrants (the " Offering ") issued in exchange for consideration of cash, Dogecoin, Bitcoin, Ethereum, USDC, or USDT. The Offering closed on September 5, 2025. The Cash Pre-Funded Warrants have a nominal exercise price of $0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), include a cashless exercise provision, and may be exercised at any time commencing on the date that CleanCore files an amendment to its articles of incorporation to increase the number of authorized shares of CleanCore's class B common stock to a level sufficient to permit the issuance of all securities contemplated pursuant to the Offering's transaction documents until all of the Cash Pre-Funded Warrants are exercised in full, subject to the Exchange Cap (as defined below). Until CleanCore receives stockholder approval for the issuance of all shares underlying all of the warrants issued pursuant to the Offering's transaction documents, the aggregate number of shares of CleanCore's class B common stock that may be issued upon exercise of such warrants may not exceed 19.99% of the number of shares of class B common stock issued and outstanding immediately prior to the signing of the Offering's transaction documents, or 2,773,858 shares (the " Exchange Cap "). The Cash Purchase Agreement and Cash Pre-Funded Warrant includes customary re

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description 4.1 Pre-Funded Warrant issued on September 5, 2025 10.1 Securities Purchase Agreement (Cash), dated September 1, 2025 10.2 Registration Rights Agreement, dated September 1, 2025 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 3

SIGNATURES

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: September 8, 2025 BRAG HOUSE HOLDINGS, INC. By: /s/ Lavell Juan Malloy, II Name: Lavell Juan Malloy, II Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR