Brag House Holdings, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value TBH The Nasdaq Stock Mark

Filing Documents

• ea0269988-8k_brag.htm (8-K) — 29KB
• ea026998801ex3-1_brag.htm (EX-3.1) — 43KB
• 0001213900-25-122463.txt ( ) — 247KB
• tbh-20251211.xsd (EX-101.SCH) — 3KB
• tbh-20251211_lab.xml (EX-101.LAB) — 33KB
• tbh-20251211_pre.xml (EX-101.PRE) — 22KB
• ea0269988-8k_brag_htm.xml (XML) — 4KB

03 Amendment to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series C Preferred Stock On December 11, 2025, Brag House Holdings, Inc. (the " Company ") filed a Certificate of Designation of Series C Convertible Preferred Stock (the " Certificate of Designation "), effective as of December 11, 2025, with the Secretary of State of Delaware. The Certificate of Designation was filed pursuant to Section 7.22 of the Merger Agreement, dated October 12, 2025, by and among the Company, House of Doge, Inc., and Brag House Merger Sub, Inc. The Certificate of Designation designates 65 shares of the Company's preferred stock, par value $0.0001 per share, as Series C Convertible Preferred Stock. Each share of Series C Convertible Preferred Stock is convertible into 5,000,000 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), subject to certain limitations as set forth in the Certificate of Designation, including a 4.99% beneficial ownership limitation (which may be increased to up to 9.99% upon 61 days' prior notice from the holder of Series C Preferred Convertible Preferred Stock). The Series C Convertible Preferred Stock votes together with the Common Stock on an as-converted basis, subject to the limitations described above, including a 4.99% voting cap on an as-converted basis. Holders of the Series C Convertible Preferred Stock are entitled to receive dividends on an as-converted basis when, as and if dividends are paid on the Common Stock. Upon a liquidation of the Company, the Series C Convertible Preferred Stock ranks senior to the Common Stock, pari passu with the Company's existing series of preferred stock, and junior only to securities that are expressly designated as senior securities. The Certificate of Designation also contains customary anti-dilution adjustment provisions for stock splits, stock dividends, recapitalizations, and similar corporate transactions. The Series C Convertible Preferred St

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series C Convertible Preferred Stock of Brag House Holdings, Inc., effective December 11, 2025. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 1

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 16, 2025 BRAG HOUSE HOLDINGS, INC. /s/ Lavell Juan Malloy, II Name: Lavell Juan Malloy, II Title: Chief Executive Officer 2

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View this 8-K filing on SEC EDGAR