Brag House Holdings Reports Material Agreement and Equity Sales

TL;DR

Brag House Holdings inked a material deal, took on debt, and sold stock on Dec 4th.

AI Summary

On December 4, 2025, Brag House Holdings, Inc. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing details these events and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant financial and contractual activities for Brag House Holdings, Inc., potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• December 4, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42525 (commission_file_number) — SEC File Number
• 45 Park Street Montclair, NJ 07042 (address) — Principal executive offices
• (413) 398-2845 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share TBH The Nasdaq Stock Mark
• $100,000,000 — ed to purchase, up to the lesser of (a) $100,000,000 in aggregate gross purchase price of ne
• $1,000,000 — y the Investor a cash commitment fee of $1,000,000 (the " Cash Commitment Fee "). The Cash
• $100,000 — vestor's legal counsel in the amount of $100,000 to cover the reasonable legal fees incu
• $10,000 — agreed to reimburse the Investor up to $10,000 per fiscal quarter as reimbursement for
• $11,000,000 — gate original principal amount of up to $11,000,000 (the " Convertible Note "), pursuant to
• $3,850,000 — ote in the original principal amount of $3,850,000 was issued on the Closing Date, and the
• $7,150,000 — nce in the original principal amount of $7,150,000 will be issued upon the satisfaction of
• $3,465,000 — The Company received gross proceeds of $3,465,000, prior to the deduction of transaction
• $8,000,000 — ber 14, 2025, the Company loaned to HOD $8,000,000 (the "Loan"), which was evidenced by a
• $10,000,000 — ease the principal amount of the HOD to $10,000,000, (ii) permit the issuance of the Conver

Filing Documents

• ea0269070-8k_brag.htm (8-K) — 45KB
• ea026907001ex10-1_brag.htm (EX-10.1) — 537KB
• ea026907001ex10-2_brag.htm (EX-10.2) — 154KB
• ea026907001ex10-3_brag.htm (EX-10.3) — 80KB
• ea026907001ex10-4_brag.htm (EX-10.4) — 169KB
• ea026907001ex10-5_brag.htm (EX-10.5) — 41KB
• ea026907001ex10-6_brag.htm (EX-10.6) — 115KB
• ea026907001ex10-7_brag.htm (EX-10.7) — 31KB
• 0001213900-25-120192.txt ( ) — 1587KB
• tbh-20251204.xsd (EX-101.SCH) — 3KB
• tbh-20251204_lab.xml (EX-101.LAB) — 33KB
• tbh-20251204_pre.xml (EX-101.PRE) — 22KB
• ea0269070-8k_brag_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 4, 2025, Brag House Holdings, Inc. (the " Company ") entered into an agreement (the " Purchase Agreement ") by and among the Company, House of Doge Inc., (" HOD "), and an institutional investor (the " Investor "). Under the terms and subject to the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (a) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock (the " Equity Line Securities ") and (b) the Exchange Cap (as defined in the Purchase Agreement). Upon the initial satisfaction of the conditions set forth in the Purchase Agreement (the " Commencement "), including that the initial registration statement required to be filed by the Company pursuant to the Registration Rights Agreement (as defined below) described under "Registration Rights Agreement" below has been declared effective by the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its sole discretion over the 36-month period beginning on the date the Commencement occurs (the " Commencement Date "), to direct the Investor to purchase a specified number of Equity Line Securities, not to exceed certain limitations as set forth in the Purchase Agreement (each, a "Purchase"). Any such direction will be made by the Company timely delivering written notice to the Investor (each, a " Purchase Notice ") prior to 9:00 a.m., New York City time, on any trading day (each, a "Purchase Date"), subject to certain requirements as set forth in the Purchase Agreement. From and after Commencement, the Company will control the timing and amount of any sales of its Common Shares to the Investor. Actual sales of the Company's Common Shares to the Investor under the Purchase Agreement will depend on a variety of fac

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference into this Item 2.03.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The applicable information contained above in Item 1.01 of this Form 8-K relating to the issuance of the Convertible Notes is hereby incorporated by reference into this Item 3.02. Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

01. Other Events

Item 8.01. Other Events.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 10.1 Form of Common Stock Purchase Agreement, by and among Brag House Holdings, Inc., House of Doge, Inc., and the Investor 10.2 Form of Convertible Promissory Note 10.3 Form of Registration Rights Agreement, by and among Brag House Holdings, Inc., House of Doge, Inc. and the Investor 10.4 Form of Pledge Agreement, by and among Brag House Holdings, Inc, House of Doge, Inc., and the Investor 10.5 Form of Global Guaranty Agreement 10.6 Form of Subordination and Intercreditor Agreement 10.7 Amendment to Secured Promissory Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Certain of the schedules, exhibits or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. A copy of any omitted schedule, exhibit or similar attachment will be furnished to the SEC upon request. 4

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: December 10, 2025 BRAG HOUSE HOLDINGS, INC. By: /s/ Lavell Juan Malloy, II Name: Lavell Juan Malloy, II Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR