Brag House Holdings, Inc. Files 8-K for Material Agreement

TL;DR

BRAG filed an 8-K for a material agreement on Oct 12, 2025. Details TBD.

AI Summary

On October 12, 2025, Brag House Holdings, Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Montclair, NJ, filed a Form 8-K to report this event. The filing does not specify the nature of the agreement or any associated dollar amounts.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement is significant, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• October 12, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Montclair, NJ (location) — Address of principal executive offices
• 45 Park Street (address) — Principal executive office street
• 07042 (zip_code) — Principal executive office zip code
• 413-398-2845 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value TBH The Nasdaq Stock Mark
• $1.2 million — imum available cash balance of at least $1.2 million (or $4.9 million if adjusted in connect
• $4.9 million — sh balance of at least $1.2 million (or $4.9 million if adjusted in connection with any sale
• $9.0 million — ited, Brag House must pay House of Doge $9.0 million (the " Termination Fee "). 3 If Brag
• $8.0 million — g House will extend to House of Doge an $8.0 million loan at an annual interest rate of 5.0%
• $50 m — anding balance of the loan shall exceed $50 million, the minimum cash balance amount
• $4.9 million — ag House," will be automatically set at $4.9 million. 4 The Merger Agreement is filed as E
• $8,000,000 — 025, Brag House loaned to House of Doge $8,000,000 (the " Loan "), which was evidenced by
• $4,500,000 b — up to $8,000,000 from Brag House, with $4,500,000 being loaned to House of Doge on October
• $3,500,000 — e on October 14, 2025 and the remaining $3,500,000 available for borrowing during the six-
• $3,516,109.52 — House disbursed directly to the lender $3,516,109.52 to pay off existing debt of House of Do

Filing Documents

• ea0261258-8k_brag.htm (8-K) — 72KB
• ea026125801ex2-1_brag.htm (EX-2.1) — 429KB
• ea026125801ex10-1_brag.htm (EX-10.1) — 14KB
• ea026125801ex10-2_brag.htm (EX-10.2) — 12KB
• ea026125801ex10-3_brag.htm (EX-10.3) — 12KB
• ea026125801ex10-4_brag.htm (EX-10.4) — 115KB
• ea026125801ex10-5_brag.htm (EX-10.5) — 207KB
• ea026125801ex10-6_brag.htm (EX-10.6) — 35KB
• ea026125801ex10-7_brag.htm (EX-10.7) — 41KB
• ea026125801ex99-1_brag.htm (EX-99.1) — 30KB
• ex10-6_001.jpg (GRAPHIC) — 9KB
• ex10-6_002.jpg (GRAPHIC) — 4KB
• ex10-6_003.jpg (GRAPHIC) — 5KB
• ex99-1_001.jpg (GRAPHIC) — 11KB
• ex99-1_002.jpg (GRAPHIC) — 24KB
• 0001213900-25-099991.txt ( ) — 1425KB
• tbh-20251012.xsd (EX-101.SCH) — 3KB
• tbh-20251012_lab.xml (EX-101.LAB) — 33KB
• tbh-20251012_pre.xml (EX-101.PRE) — 22KB
• ea0261258-8k_brag_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The Merger Agreement Brag House Holdings, Inc., a Delaware corporation (" Brag House " or " Purchaser "), has entered into a Merger Agreement dated as of October 12, 2025 (the " Merger Agreement "), by and among Purchaser, House of Doge, Inc., a Texas Corporation (" House of Doge " or the " Company "), and Brag House Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Purchaser (" Merger Sub "). The Merger Agreement and the transactions contemplated thereby were unanimously approved by the respective boards of directors of both Brag House and House of Doge. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, among other things, the Company will merge (the " Merger ") with and into Merger Sub, with the Company continuing as the surviving entity and a wholly owned subsidiary of Purchaser. In exchange for the outstanding shares of the Company's common stock and the Company's outstanding restricted stock units (" RSUs "), Brag House will issue shares of its common stock and a new class of preferred stock (that will be convertible into shares of common stock) and RSUs constituting an aggregate of approximately 663,250,176 shares of its common stock, on a fully diluted basis, to House of Doge's shareholders and RSU holders, provided that any shares of its common stock that House of Doge issues to non-affiliates in arms-length commercial business transactions it negotiates in good faith in the ordinary course of business prior to the effective time of the Merger (the " Effective Time ") will also be exchanged in the Merger and, therefore, cause the number of shares of common stock that Brag House issues in the Merger to proportionately increase. House of Doge will also issue 9,000,000 shares of its common stock to Lavell Juan Malloy, II, Brag House's CEO, and certain other individuals or representatives of Brag House to be identified by Brag H

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 13, 2025, the parties issued a press release to announce that they had entered into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the " Securities Act "), except as expressly set forth by specific reference in such a filing. Important Information and Where to Find It This Current Report on Form 8-K relates to a proposed transaction between Purchaser and the Company. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transactions, Brag House intends to file relevant materials with the SEC, including the Registration Statement, which will include a proxy statement/prospectus. The proxy statement/prospectus will be sent to all Purchaser and all Company stockholders. Purchaser also will file other documents regarding the Transactions with the SEC. Before making any voting or investment decision, investors and security holders of Purchaser and the Company are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Transactions . In

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions between Brag House and House of Doge, including statements regarding the benefits of the proposed transactions and the anticipated timing of the completion of the proposed transactions. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to: (i) the risk that the Transactions may not be completed in a timely manner or at all; (ii)

View Full Filing

View this 8-K filing on SEC EDGAR