HODO 10-K & 10-Q changes, risk factors and insider trading
House of Doge Inc. · Nasdaq · Finance Services · CIK 1903595 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition.”
New heading “Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our securities.”
New heading “Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments may suffer.”
New heading “We have a community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities.”
New heading “We operate in the entertainment and gaming industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own.”
New heading “The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content and amateur tournaments.”
New heading “Negative gamer perceptions about our brand, gaming platform, amateur tournaments and/or business practices may damage our business and increase the costs incurred in addressing gamer concerns.”
New heading “We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects and the third-party platforms upon which they are made available could contain undetected errors.”
New heading “We depend on servers to operate our platform with online features and our online gaming service. If we were to lose server functionality for any reason, our business may be negatively impacted.”
New heading “Our growth will depend, in part, on the success of our strategic relationships with third parties. Over-reliance on certain third parties, or our inability to extend existing relationships, or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.”
New heading “Our technology, content and brand are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.”
New heading “Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our registered trademark or pending trademarks, brands or websites, or misappropriate our data and copy our gaming platform, all of which could cause confusion, divert gamers and creators away from our gaming platform and tournaments, or harm our reputation.”
New heading “Changes in intellectual property laws and governmental regulations regarding the internet that are applied adversely to us or our users may have a material adverse effect on our business operations, financial condition and results of operations.”
New heading “General Risks Relating to the Company”
New heading “We have identified material weaknesses in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.”
New heading “The requirements of being a public company are costly, may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” Complying with such regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.”
New heading “A substantial portion of the total issued and outstanding shares of Brag House Common Stock may be sold into the market at any time. This could cause the market price of the Brag House Common Stock to drop significantly, even if our business is doing well.”
New heading “Risks Relating to the Merger”
New heading “Failure to complete, or delays in completing, the Merger could materially and adversely affect Brag House’s or House of Doge’s results of operations, business, and financial results and may cause a decline in the market price of the Brag House Common Stock.”
New heading “Existing Brag House stockholders will have a significantly reduced ownership and voting interest in the Combined Company (as defined below) after the Merger and will exercise little to no influence over management of the Combined Company.”
New heading “The Exchange Ratio (as defined below) will not be adjusted based on the market price of the Brag House Common Stock or for Permitted Issuances of shares of House of Doge Common Stock prior to the Effective Time, so the Merger consideration at the Effective Time may have a greater or lesser value than at the time the Merger Agreement was signed and Brag House’s stockholders could face more dilution than currently anticipated as of the Effective Time.”
New heading “The Merger is subject to a number of closing conditions and, if these conditions are not satisfied, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Merger would not be completed.”
New heading “Brag House and House of Doge, and thus the Combined Company, have incurred and will incur significant transaction and Merger-related transition costs in connection with the Merger.”
New heading “Failure to complete the Merger could negatively impact the stock price and the future business and financial results of Brag House because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the Merger.”
New heading “Brag House or House of Doge may waive one or more of the closing conditions to the Merger without re-soliciting stockholder approval.”
New heading “Some of the directors and executive officers of Brag House have interests in the Merger that are different from the interests of the Brag House stockholders generally.”
New heading “The projections considered by Newbridge Securities Corporation (“Newbridge”) may not be realized, which may adversely affect the market price of Combined Company Common Stock following the completion of the Merger.”
New heading “The Merger Agreement limits Brag House’s and House of Doge’s ability to pursue alternatives to the Merger.”
New heading “Brag House’s financial advisor will not update its fairness opinion to reflect changes in circumstances between the signing of the Merger Agreement on October 12, 2025 and the completion of the Merger.”
New heading “Lawsuits may be filed against Brag House, House of Doge, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.”
Removed heading “Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments or competitions may suffer.”
Removed heading “We have a unique community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities.”
Removed heading “We operate in the entertainment and esports industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own.”
Removed heading “The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content, and amateur tournaments and competitions.”
Removed heading “Negative gamer perceptions about our brand, gaming platform, amateur tournaments or competitions and/or business practices may damage our business and increase the costs incurred in addressing gamer concerns.”
Removed heading “We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects, and the third-party platforms upon which they are made available could contain undetected errors.”
Removed heading “We depend on servers to operate our Brag House Platform with online features and our online gaming service. If we were to lose server functionality for any reason, our business may be negatively impacted.”
Removed heading “Our growth will depend, in part, on the success of our strategic relationships with third parties. Over-reliance on certain third parties, or our inability to extend existing relationships or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.”
Removed heading “Risks Relating to Our Indebtedness”
Removed heading “Our significant indebtedness has resulted in the issuance of a significant amount of shares of Common Stock. In addition, the future issuance of these shares may adversely affect our Common Stock price.”
Removed heading “Our technology, content and brands are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.”
Removed heading “Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our registered trademark or pending trademarks, brands or websites, or misappropriate our data and copy our gaming platform, all of which could cause confusion, divert gamers and creators away from our gaming platform and league tournaments, or harm our reputation.”
Removed heading “Changes in intellectual property laws and governmental regulations regarding the internet that are applied adversely to us or our members may have a material adverse effect on our business operations, financial condition and results of operations.”
Removed heading “We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.”
Removed heading “We may be required, under certain circumstances, to pay the counterparties to the MSA and the SaaS Agreement, in cash, a collective amount of up to $5 million, and such obligations could adversely affect our liquidity and financial condition.”
Removed heading “The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company” under the JOBS Act. We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements will be time-consuming and will result in increased costs to us and could have a material adverse effect on our business, results of operations and financial condition.”
Largest changes
“If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal control over financial reporting in the future, such failure could result in loss of investors’ confidence in the reliability of our financial statements, limit our ability to raise capital and have a negative effect on the trading price of the Brag House Common Stock. …”see in full comparison
“Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the Brag House Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation, which could have a material adverse effect on our financial condition and results of operations.”see in full comparison
“Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation, which could have a material adverse effect on our financial condition and results of operations.”see in full comparison
“Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increase. …”see in full comparison
“Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. …”see in full comparison
“Consumers are able to play the games offered through our gaming platform online, using our platform. We collect and store information about our consumers both personally identifying and non-personally identifying information. Numerous federal, state and international laws address privacy, data protection and the collection, storing, sharing, use, disclosure and protection of personally identifiable information and other user data. …”see in full comparison
Full comparison: every changed paragraph (238)
You should carefully consider the risks and
uncertainties described below and the other information in this Annual Report, including our financial statements and related notes appearing
elsewhere in this Annual Report and in the section titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” before deciding whether to invest in our Common Stock. Our business, financial condition, results of operations
or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Common
Stock could decline and you could lose all or part of your investment. This Annual Report also contains forward-looking statements that
involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could
differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those
set forth below. For a summary of these risk factors, please see “Summary of Material RisksRisk AssociatedFactors” with our Business”
prior to Part I of this
Annual Report.
Our history of recurring losses and anticipated
expenditures raises substantial doubtsdoubt about our ability to continue as a going concern. Our ability to continue as a going concern requires
that we obtain sufficient funding to finance our operations.
We have incurred operating losses to date and
it is possible we may
never generate a profit. Our financial statements included elsewhere in this Annual Report have been prepared on
a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
If we are unable to raise
sufficient capital as and when needed, our business, financial condition and results of operations will be materially
and adversely affected,
and we will need to significantly modify our operational plans to continue as a going concern. If we are unable
to continue as a going
concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution
could be significantly
lower than the values reflected in our consolidated financial statements. Our lack of cash resources and our potential
inability to continue
as a going concern may materially adversely affect our share price and our ability to raise new capital, enter into
critical contractual
relations with third parties and otherwise execute our development strategy. We incurred a net loss of $3,288,519
$15,890,509 and $4,672,348$3,288,519 for
the years ended December 31, 20242025 and 2023,2024, respectively, and our accumulated deficit was $14,647,702$30,538,211 and $11,359,183
$14,647,702 as of December 31, 2024
2025 and December 31, 2023,2024, respectively.
We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition.
The
net loss of $3,288,519 for the year ended December 31, 2024 included interest expense and amortization of debt discount of $525,772
and $46,410, respectively. These specific expenses are not expected to be incurred starting in Q2 2025 due to the conversion, at the
closing of the IPO, of all of the Original Issue Discount Convertible Promissory Notes outstanding prior to the IPO. While the
Company may incur debt within the next 12 months, the Company does not expect interest expense and amortization of debt discount
to be as high in 2025 as it was in 2023 and 2024.
We may encounter unforeseen expenses, difficulties,
complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future
losses have had, and will continue to have, an adverse effect on our financial condition. If our esportsgaming platform does not achieve sufficient
market acceptance and our revenues do not increase significantly, we may never become profitable. Even if we achieve profitability in
the future, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain profitable would decrease
the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue
our operations. A decline in the value of our company could cause you to lose all or part of your investment.
Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our securities.
The Brag House Common Stock is currently listed on the Nasdaq Capital Market. Continued listing of a security on the Nasdaq Capital Market is conditioned upon compliance with various continued listing standards. In the past, we have received notices from Nasdaq’s Listing Qualifications Department indicating that we had not complied with certain of the Nasdaq Capital Market’s continued listing standards. A delisting could substantially decrease trading in the Brag House Common Stock, adversely affect the market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws, adversely affect our ability to obtain financing on acceptable terms, if at all, and may result in the potential loss of confidence by investors, suppliers, and employees and lead to fewer business development opportunities. Additionally, the market price of the Brag House Common Stock may decline further, and stockholders may lose some or all of their investment.
In the event of a delisting, we anticipate that we would take actions to restore our compliance with the Nasdaq Capital Market or another national exchange’s listing requirements, but we can provide no assurance that any such action taken by us would allow the Brag House Common Stock to regain listing on the Nasdaq Capital Market, stabilize its market price, improve the liquidity of the Brag House Common Stock, prevent the Brag House Common Stock from dropping below the Nasdaq Capital Market’s minimum bid price requirement, or prevent future non-compliance with the Nasdaq Capital Market or another national securities exchange’s listing requirements.
Since inception, our partnershipscorporate relationships have
accounted
for approximately 99% of our revenue. As we are still developing our Brag House platform and attracting new users, the loss
of any one
of these partners fromwould a historical perspective wouldcurrently be significant.
We have a limited operating history. Although we have experienced significant growth since our gaming platform for amateur online experiences was launched, and we established our amateur tournaments, our historical growth rate may not be indicative of our future performance due to our limited operating history and the rapid evolution of our business model. We may not be able to achieve similar results or accelerate growth at the same rate as we have historically. As our amateur tournaments continue to develop, we may adjust our strategy and business model to adapt. These adjustments may not achieve expected results and may have a material and adverse impact on our financial condition and results of operations.
In addition, our rapid growth and expansion have placed, and continue to place, significant strain on our management and resources. This level of significant growth may not be sustainable or achievable at all in the future. We believe that our continued growth will depend on many factors, including our ability to develop new sources of revenues, diversify monetization methods including our direct to consumer offerings, attract and retain competitive gamers and creators, increase engagement, continue developing innovative technologies, tournaments in response to shifting demand in online gaming, increase brand awareness, and expand into new markets. We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations.
Many elements of our business are novel, evolving and relatively unproven. Our business and prospects depend on the continuing development of live streaming of competitive online gaming. The market for amateur online gaming competition is relatively new and rapidly developing and is subject to significant challenges. Our business relies upon our ability to cultivate and grow an active gamer community, and our ability to successfully monetize such a community through tournament fees, digital subscriptions for our gaming services, and advertising and sponsorship opportunities. In addition, our continued growth depends, in part, on our ability to respond to constant changes in the gaming industry, including rapid technological evolution, continued shifts in gamer trends and demands, frequent introductions of new games and titles and the constant emergence of new industry standards and practices. Developing and integrating new games, titles, content, products, services or infrastructure could be expensive and time-consuming, and these efforts may not yield the benefits we expect to achieve at all. We cannot assure you that we will succeed in any of these aspects or that the gaming industry will continue to grow as rapidly as it has in the past.
Pursuant to our current business model, Brag House generates or expects to generate revenues from advertising- and sponsorship-related fees related to tournaments and through the operation of our live streaming platform using a revenue model whereby gamers and creators can get free access to certain live streaming of amateur tournaments and pay fees to compete in tournaments. We expect to continue to generate a substantial portion of revenues using this revenue model in the near term and, to date, substantially all of our revenue has been generated business-to-business from tournaments-related fees. Our other intended revenue sources we discuss in this Annual Report have not generated meaningful revenue as of yet. We are, however, particularly focused on implementing a direct to consumer model for our expanding gamer base. Although our business has experienced significant growth in recent years, there is no guarantee that our direct to consumer packages will gain significant traction to maximize our growth rate in the future, as the demand for our offerings may change, decrease substantially or dissipate, or we may fail to anticipate and serve gamer demands effectively.
We market our amateur tournaments through a diverse spectrum of advertising and promotional programs and campaigns such as online and mobile advertising, marketing through websites, event sponsorship and direct communications with our gaming community including via email, blogs and other electronic means. An increasing portion of our marketing activity is taking place on social media platforms that are either outside, or not totally within, our direct control. Changes to gamer preferences, marketing regulations, privacy and data protection laws, technology changes or service disruptions may negatively impact our ability to reach target gamers and creators. Our ability to market our amateur tournaments is dependent in part upon the success of these programs. If the marketing for our amateur tournaments fails to resonate and expand with the gamer community, or if advertising rates or other media placement costs increase, our business and operating results could be harmed.
Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments may suffer.
Rapid technology changes in the gaming market require us to anticipate, sometimes years in advance, which technologies we must develop, implement and take advantage of in order to be and remain competitive in the gaming market. We have invested, and in the future may invest, in new business strategies including a direct to consumer model, technologies, products, or games or first-tier game titles to continue to persistently engage the amateur gamer and deliver the best online and in-person gaming experience. Such endeavors may involve significant risks and uncertainties, and no assurance can be given that the technology that we choose to adopt and the features that we pursue will be successful. If we do not successfully implement these new technologies, our reputation may be materially adversely affected, and our financial condition and operating results may be impacted. We also may miss opportunities to adopt technology or develop amateur tournaments that become popular with gamers and creators, which could adversely affect our financial results. It may take significant time and resources to shift our focus to such technologies, putting us at a competitive disadvantage.
Our development process usually starts with particular gamer experiences in mind and a range of technical development and feature goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competitors may be able to achieve them more quickly and effectively than we can based on having greater operating capital and personnel resources. If we cannot achieve our technology goals within the original development schedule, then we may delay their release until these goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may be required to significantly increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our launch schedule or to keep up with our competitors, which would increase our development expenses.
We have a community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities.
We have cultivated an interactive and vibrant online social gamer community centered around amateur online gaming. We ensure a superior gamer experience by continuously improving the user interface and features of our gaming platform along with offering a multitude of competitive and recreational gaming experiences with first tier games. We believe that maintaining and promoting a vibrant community culture is critical to retaining and expanding our gamer community. We have taken multiple initiatives to preserve our community culture and values. Despite our efforts, we may be unable to maintain our community culture and cease to be the preferred platform for our target gamers and creators as we expand our gamer footprint, which would be detrimental to our business operations.
We operate in the entertainment and gaming industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own.
We operate in the gaming industry. Competition in the amateur gaming industry generally is intense. Our competitors range from established leagues and championships owned directly, as well as leagues franchised by, well known and capitalized game publishers and developers, interactive entertainment companies and diversified media companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the amateur gaming ecosystem. If our competitors develop and launch competing amateur tournaments, or develop a more successful amateur online gaming platform, our revenue, margins, and profitability will decline.
In addition, we operate in the entertainment industry. Our users face a vast array of entertainment choices. Other forms of entertainment, such as television, movies, and sporting events, may be perceived by our users to offer greater variety, interactivity and enjoyment. We compete with these other forms of entertainment for the discretionary time and income of our users. If we are unable to sustain sufficient interest in our gaming platform, our business model may not continue to be viable.
The specific industries in which we operate are characterized by dynamic user demand and technological advances, and there is intense competition among online gaming platforms and entertainment providers. A number of established, well-financed companies producing gaming content and/or interactive entertainment products and services compete with our offerings, and other well-capitalized companies may introduce competitive services. Such competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies or otherwise develop more commercially successful products or services than ours, which could negatively impact our business. Our competitors may also develop products, features, or services that are similar to ours or that achieve greater market acceptance. Such competitors may also undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive pricing policies. If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, our business could suffer.
The size and engagement level of our online and in-person gamers are critical to our success and are closely linked to the quality and popularity of the game publishers. Changes in consumer demand for, and acceptance of, the game titles that we offer for our tournaments and activities, as well as online multiplayer competitive gaming in general, could adversely affect our ability to attract and retain users and affect the financial condition of our business. We currently have only limited license agreements in place with game publishers for the use of certain game titles played on our platform and may not in the future enter into additional license agreements. These game publishers may unilaterally decide to prevent us from offering experiences on our platform using their game titles, as the case may be. Should those game publishers choose not to allow us to offer experiences involving their respective game titles to our users, the popularity of our tournaments may decline and the number of our gamers and creators may decrease, which could materially and adversely affect our results of operations and financial condition.
Our success depends on our ability to maintain and grow the number of amateur gamers and creators attending and participating in our online tournaments, using our gaming platform, and keeping our gamers and creators highly engaged. Of particular importance is the successful deployment and expansion of our direct to consumer model to our gaming community for purposes of creating predictable recurring revenues.
In order to attract, retain and engage amateur gamers and creators and remain competitive, we must continue to develop and produce engaging tournaments, successfully leverage the newest “hit” games and titles, implement new technologies and strategies, improve features of our gaming platform and stimulate interactions in our gamer community.
A decline in the number of our amateur gamers and creators in our ecosystem may adversely affect the engagement level of our gamers and creators, the vibrancy of our gamer community, or the popularity of our amateur league play, which may in turn reduce our monetization opportunities, and have a material and adverse effect on our business, financial condition and results of operations. If we are unable to attract and retain or convert gamers and creators into direct to consumer-based paying gamers and creators, our revenues may decline and our results of operations and financial condition may suffer.
We cannot assure you that our online and in-person gaming platform will remain sufficiently popular with amateur gamers and creators to offset the costs incurred to operate and expand it. It is vital to our operations that we remain sensitive and responsive to evolving gamer preferences and offer first-tier game content that attracts our amateur gamers and creators. We must also keep providing amateur gamers and creators with new features and functions to enable superior content viewing and social interaction. Further, we will need to continue to develop and improve our gaming platform and to enhance our brand awareness, which may require us to incur substantial costs and expenses. If such increased costs and expenses do not effectively translate into an improved gamer experience and direct to consumer-based, long-term engagement, our results of operations may be materially and adversely affected.
In addition, users may stop using our gaming platform at any time, including if the quality of the user experience on our platform, including our support capabilities in the event of a problem, does not meet their expectations or keep pace with the quality of the user experience generally offered by competitive offerings.
The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content and amateur tournaments.
The success of our business is driven in part by the commercial success and adequate supply of third-party mass media channels for which we may distribute our content, amateur league tournaments, including our social media platforms on Instagram, Facebook, LinkedIn, X (formerly Twitter), TikTok, Reddit, Snapchat and various streaming outlets, including Twitch, YouTube, Meta Platforms, and ESL.tv. Our success also depends on our ability to accurately predict which channels, games, and platforms will be successful with the gaming community, our ability to develop and distribute commercially successful content, which is presently available on Twitch, amateur tournaments for these channels and gaming platforms and our ability to effectively manage the transition of our gamers and creators from one generation or demographic to the next. Additionally, we may enter into certain exclusive licensing arrangements that affect our ability to deliver or market our amateur gaming tournaments on certain channels and platforms. A channel or platform may not succeed as expected or new channels or platforms may take market share and gamers and creators away from platforms for which we have devoted significant resources. If demand for the channels or platforms for which we are developing amateur tournaments is lower than our expectations, we may be unable to fully recover the investments we have made and our financial performance may be harmed. Alternatively, a channel or platform for which we have not devoted significant resources could be more successful than we initially anticipated, causing us to not be able to take advantage of meaningful revenue opportunities.
We believe that maintaining and enhancing our brand is of significant importance to the success of our business. A well-recognized brand is important to increasing the number of gamers and creators and the level of engagement of our overall gaming community, which is critical in enhancing our attractiveness to advertisers, sponsors, and corporate partners. As we operate in a highly competitive market, brand maintenance and enhancement directly affect our ability to maintain and enhance our market position.
Although we have developed our brand and amateur tournaments through word of mouth referrals and key strategic partners, as we expand we may conduct various marketing and brand promotion activities using various methods to continue promoting our brand. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the brand promotion effect we expect.
In addition, any negative publicity in relation to our tournaments or operations, regardless of its veracity, could harm our brand and reputation. Negative publicity or public complaints from gamers and creators may harm our reputation, and if complaints against us are not addressed to their satisfaction, our reputation and our market position could be significantly harmed, which may materially and adversely affect our business, results of operations and prospects.
Negative gamer perceptions about our brand, gaming platform, amateur tournaments and/or business practices may damage our business and increase the costs incurred in addressing gamer concerns.
Gamer expectations regarding the quality, performance and integrity of our amateur tournaments are high. Gamers and creators may be critical of our brand, gaming platform, tournaments and/or business practices for a wide variety of reasons. These negative gamer reactions may not be foreseeable or within our control to manage effectively, including perceptions about gameplay fairness, negative gamer reactions to game content via social media or other outlets, components and services, or objections to certain of our business practices. Negative gamer sentiment about our business practices also can lead to investigations from regulatory agencies and consumer groups, as well as litigation, which, regardless of their outcome, may be costly, damaging to our reputation and harm our business.
We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects and the third-party platforms upon which they are made available could contain undetected errors.
If our user base and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our users’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the user experience or increase our costs. As such, we could fail to continue to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies or other catastrophic events.
We believe that if our users have a negative experience with our offerings, or if our brand or reputation is negatively affected, users may be less inclined to continue or resume utilizing our products or recommend our platform to other potential users. As such, a failure or significant interruption in our services would harm our reputation, business and operating results.
In the course of our business, we may collect, process, store and use gamer and other information, including personally identifiable information, passwords and credit card information, the latter of which is subject to PCI-DSS (Payment Card Industry Data Security Standard) compliance. In addition, through our data insights model that we intend to implement during the third quarter of 2026, we plan to collect data giving insight into the lifestyle and behavior of our users. We have not sold, and do not intend to sell, any personally identifiable information to third parties or brands for marketing purposes. Any sharing of personally identifiable information with third parties is limited solely to what is necessary for the operation, security, and functionality of our platform (for example, with payment processors or service providers that support core platform features), and such sharing is subject to contractual and legal safeguards. The data insights we expect to provide to brands or partners will consist exclusively of aggregated, anonymized datasets that do not identify individual users.
Although we take measures to protect this information from unauthorized access, acquisition, disclosure and misuse, our security controls, policies and practices may not be able to prevent the improper or unauthorized access, acquisition or disclosure of such information. The unauthorized access, acquisition or disclosure of this information, or a perception that we do not adequately secure this information, could result in legal liability, costly remedial measures, governmental and regulatory investigations, harm our profitability and reputation and cause our financial results to be materially adversely affected. In addition, third party vendors and business partners receive access to information that we collect. These vendors and business partners may not prevent data security breaches with respect to the information we provide them or fully enforce our policies, contractual obligations and disclosures regarding the collection, use, storage, transfer and retention of personal data. A data security breach of one of our vendors or business partners could cause reputational harm to them and/or negatively impact our ability to maintain the credibility of our gamer community. Data privacy, data protection, localization, security and consumer-protection laws are evolving, and the interpretation and application of these laws in the United States, Europe (including compliance with the General Data Protection Regulation), and elsewhere often are uncertain, contradictory and changing. It is possible that these laws may be interpreted or applied in a manner that is averse to us or otherwise inconsistent with our practices, which could result in litigation, regulatory investigations and potential legal liability or require us to change our practices in a manner adverse to our business. As a result, our reputation and brand may be harmed, we could incur substantial costs, and we could lose both gamers and creators and revenue.
The secure maintenance and transmission of user information is a critical element of our operations. Our information technology and other systems that maintain and transmit user information, or those of service providers, business partners or employee information may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees or those of a third-party service provider or business partner. As a result, our users’ information may be lost, disclosed, accessed or taken without their consent.
We continually face cyber risks and threats that seek to damage, disrupt or gain access to our networks and our gaming platform, supporting infrastructure, intellectual property and other assets. In addition, we rely on technological infrastructure, including third party cloud hosting and broadband, provided by third party business partners to support the in-person and online functionality of our gaming platform. These business partners are also subject to cyber risks and threats. Such cyber risks and threats may be difficult to detect. Both our partners and we have implemented certain systems and processes to guard against cyber risks and to help protect our data and systems. The techniques that may be used to obtain unauthorized access or disable, degrade, exploit or sabotage our networks and gaming platform change frequently and often are not detected. Our systems and processes, and the systems and processes of our third-party business partners, however, may not be adequate. Any failure to prevent or mitigate security breaches or cyber risks, or respond adequately to a security breach or cyber risk, could result in interruptions to our gaming platform, degrade the gamer experience, cause gamers and creators to lose confidence in our gaming platform and cease utilizing it, as well as significant legal and financial exposure. This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.
Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increase. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of user information, including users’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; and litigation, regulatory action and other potential liabilities. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.
We currently host our gaming platform and support our operations using Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services, along with other service providers traditionally used by AWS. We do not, and will not, have control over the operations of the facilities or infrastructure of the third-party service providers that we use. Such third parties’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Our platform’s continuing and uninterrupted performance will be critical to our success. We have experienced, and we expect that in the future we will experience, interruptions, delays, and outages in service and availability from these third-party service providers from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in these third parties’ service levels may adversely affect our ability to meet the requirements of our users. Since our platform’s continuing and uninterrupted performance is critical to our success, sustained or repeated system failures would reduce the attractiveness of our offerings. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand and the usage of our offerings increases. Any negative publicity arising from these disruptions could harm our reputation and brand and may adversely affect the usage of our offerings.
Our commercial agreement with AWS will remain in effect until terminated by AWS or us. Either party may terminate this agreement for cause if the other party is in material breach of the agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. AWS may also terminate the agreement immediately upon notice (i) for cause if AWS has the right to suspend under certain circumstances as set forth in the AWS customer agreement, (ii) if AWS’ relationship with a third-party partner who provides software or other technology that AWS uses to provide its service to us expires, terminates or requires us to change the way AWS provides the software or other technology as part of its services, or (iii) in order to comply with the law or requests of governmental entities. In the event that our agreement with AWS is terminated or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new cloud infrastructure service providers. Although alternative providers could host our platform on a substantially similar basis to AWS, transitioning the cloud infrastructure currently hosted by AWS to alternative providers could potentially be disruptive and we could incur significant one-time costs.
We depend on servers to operate our platform with online features and our online gaming service. If we were to lose server functionality for any reason, our business may be negatively impacted.
Our business relies on the continuous operation of servers, some of which are owned and operated by third parties. Although we strive to maintain more than sufficient server capacity, and provide for active redundancy in the event of limited hardware failure, any broad-based catastrophic server malfunction, a significant service-disrupting attack or intrusion by hackers that circumvents security measures, a failure of disaster recovery service or the failure of a company on which we are relying for server capacity to provide that capacity for whatever reason could degrade or interrupt the functionality of our platform and could prevent the operation of our platform for both in-person and online gaming experiences.
Further, insufficient server capacity could also negatively impact our business. Conversely, if we overestimate the amount of server capacity required by our business, we may incur unnecessary operating costs.
Our online platform and the games offered through our platform are extremely complex and are difficult to develop and distribute. We have quality controls in place to detect defects in our platform before updates are released. Nonetheless, these quality controls are subject to human error, overriding, and reasonable resource or technical constraints. Further, we have not undertaken independent third-party testing, verification or analysis of our platform and associated systems and controls. Therefore, our platform and quality controls and preventative measures we have implemented may not be effective in detecting all defects in our gaming platform. In the event a significant defect in our gaming platform and associated systems and controls is realized, we could be required to offer refunds, suspend the availability of our tournaments and other gameplay, or expend significant resources to cure the defect, each of which could significantly harm our business and operating results.
Our business partially depends on services provided by, and relationships with, various third parties, including cloud hosting and broadband providers, among others. To this end, when our cloud hosting and broadband vendors experience outages, our gaming services will be negatively impacted and alternative resources will not be immediately available. In addition, certain third-party software that we use in our operations is currently publicly available free of charge. If the owner of any such software decides to charge users or no longer makes the software publicly available, we may need to incur significant costs to obtain licensing, find replacement software or develop it on our own. If we are unable to obtain licensing, find or develop replacement software at a reasonable cost, or at all, our business and operations may be adversely affected.
We make our platform available across a variety of mobile operating systems and devices. We are dependent on the interoperability of our platform with popular mobile devices and mobile operating systems that we do not control, such as Android and iOS. Any changes in such mobile operating systems or devices that degrade the functionality of our platform or give preferential treatment to competitive services could adversely affect usage of our platform. In order to deliver high quality services, it is important that our platform works well across a range of mobile operating systems, networks, mobile devices and standards that we do not control. We may not be successful in developing relationships with key participants in the mobile industry or in developing services that operate effectively with these operating systems, networks, devices and standards. In the event that it is difficult for our users to access and use our platform, particularly on their mobile devices, our user growth and user engagement could be harmed, and our business and operating results could be adversely affected.
We rely on a limited number of third-party payment processors to process deposits and withdrawals made by our users into our platform. If any of our third-party payment processors terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate payment processor and may not be able to secure similar terms or replace such payment processors in an acceptable time frame. Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages. Any of these risks could cause us to lose our ability to accept online payments or other payment transactions or make timely payments to users on our platform, any of which could make our platform less trustworthy and convenient and adversely affect our ability to attract and retain users.
Additionally, our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might prohibit us from providing certain offerings to some users, be costly to implement or difficult to follow. We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or the users on our platform violate these rules. The realization of any of the foregoing risks could adversely affect our business, financial condition and results of operations.
A substantial portion of our network infrastructure is provided by third parties, including Internet service providers and other technology-based service providers. We require technology-based service providers to implement cyber-attack-resilient systems and processes. If Internet service providers experience service interruptions, including because of cyber-attacks or due to an event causing an unusually high volume of Internet use, communications over the Internet may be interrupted and impair our ability to conduct our business. Internet service providers and other technology-based service providers may in the future roll out upgraded or new mobile or other telecommunications services, such as 5G or 6G services, that may not be successful and thus may impact the ability of our users to access our platform or offerings in a timely fashion or at all. In addition, our ability to process e-commerce transactions depends on bank processing and credit card systems.
There can be no assurance that the Internet infrastructure or our own network systems will continue to be able to meet the demand placed on us by the continued growth of the Internet, the overall online gaming industry and our users. Any difficulties that these providers face, including the potential of certain network traffic receiving priority over other traffic (i.e., lack of net neutrality), may adversely affect our business, and we exercise little control over these providers, which increases our vulnerability to problems with the services they provide. Any system failure as a result of reliance on third parties, such as network, software or hardware failure, including as a result of cyber-attacks, that causes a loss of our users’ property or personal information or a delay or interruption in our online services and products and e-commerce services, including our ability to handle existing or increased traffic, could result in a loss of anticipated revenue, interruptions to our platform and offerings, cause us to incur significant legal, remediation and notification costs, degrade the user experience and cause users to lose confidence in our offerings, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our growth will depend, in part, on the success of our strategic relationships with third parties. Over-reliance on certain third parties, or our inability to extend existing relationships, or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.
From inception through December 31, 2025, our corporate relationships have accounted for 99% of our revenue. The loss of or a substantial reduction in activity by one or more of our largest clients, vendors and/or sponsors could materially and adversely affect our business, financial condition and results of operations.
These relationships, along with providers of online services, search engines, social media, directories and other websites and ecommerce businesses, direct consumers to our platform. In addition, many of the parties with whom we have advertising arrangements provide advertising services to other companies, including other gaming platforms with whom we compete.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Resignation of Chief Financial Officer and Appointment of Acting Chief Financial Officer”
New heading “Nasdaq Deficiency - Minimum Bid Requirement”
New heading “The Merger Agreement”
New heading “Cash Purchase Agreement with CleanCore Solutions”
New heading “July 2025 PIPE Offering”
New heading “Cash Flows Used In Investing Activities”
New heading “Cloud Computing Arrangements - Technology Purchase Agreements”
New heading “Stock Options and Warrants”
New heading “Yorkville Convertible Note and Yorkville Warrant”
Largest changes
“The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. …”see in full comparison
“We expect to complete our remediation plan within the next 12 months. However, we have not tested the effectiveness of our internal control over financial reporting and cannot assure you that we will be able to successfully remediate this material weakness and, even if we do, we cannot assure you that we will not suffer from other material weaknesses in the future. Except for additional personnel costs, we do not expect to incur any material costs related to our remediation plan.”see in full comparison
“Resignation of Chief Financial Officer and Appointment of Acting Chief Financial Officer”see in full comparison
Full comparison: every changed paragraph (81)
Business Overview
Brag House is a mission-driven organization
that utilizes a diversified business strategy to operate a vertically integrated platform designed for casual college gamers to
drive community-driven gaming experiences anchored in the college sports culture, while creating authentic pathway for brands to
connect with our Gen Z audience.
Brag House is a Delaware corporation formed in
December 2021. Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer Lavell Juan
Malloy, II and his co-founder, Chief Operating Officer Daniel Leibovich, recognized a need in the gaming industry for an esports
platform focused specifically on the casual college gamer, and formed our indirect wholly-owned subsidiary, BHI. At that time, our
co-founders believed that a significant amount of industry resources were focused predominantly on competitive and professional gamers,
much to the detriment of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained
our focus on the casual college gaming segment and believe we are developing a first-of-its-kind digital platform for casual
college gamers to compete, support their team, banter in a safe environment and win prizes. Our vertically integrated approach combines
gamer recruitment, facilitation of community engagement and content creation, live-stream production and tournament host activities.
We believe we are creating a new sports
medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations and tournaments
tied to college rivalries with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens reward system,
and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe we are strongly
positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since we launched
through March 31, 2025, reaching nearly 1,400,000 video views of our Brag House content on video platforms including X (formerly
known as Twitter), TikTok, Meta, Twitch and YouTube, which represent a 148% increase in views year-over-year from 2020 to 2024. We
have also generated nearly 8 million impressions and video views since inception, which represents approximately a 57% increase
year-over-year from 2020 to 2024. Additionally, since 2022, Brag House spectators who viewed live streams remained on the platform
for 19 minutes per stream across over 290,000 live views, which represents nearly a 1.75X increase compared to the industry
benchmark of 11 minutes.
We are focused on creating an organic and inclusive
community which facilitates personalized experiences. We believe our experiential framework offers a more authentic and differentiated
channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves
and our partners. We do this by offering brand sponsors and advertisers an exclusive marketing channel to reach elusive Gen Z and Millennial
gamers and creators, while offering players ways to access exclusive tournaments and programming.
In May 2025, we will launchlaunched the first activation
under our strategic partnership with Learfield, beginning with the University of Florida. This effort includes event planning, brand asset
integration, student athlete involvement, and cross-channel marketing. We believe these activations represent a cornerstone of our digital
advertising growth strategy.
Additionally, post-IPO,subsequent to our IPO, we began
execution of our development plan
with our technology partners, Artemis and EVEMeta.plan. These developments include a focus on building a scalable data insights monetization
SaaS model, with
a beta version expected in Q1the third quarter of 2026. Once market-ready, we believe this SaaS model will provide a recurring revenue stream
by offering anonymized behavioral insights to brand clients seeking better Gen Z engagement.
We continue to manage costs associated with our
platform and obligations as a public company while investing in revenue-generating infrastructure. We are also exploring cost-efficient
marketing methods to optimize awareness while maintaining efficient customer acquisition costs with a focus on high ROI.return on investment.
Recent Developments
Resignation of Chief Financial Officer and Appointment of Acting Chief Financial Officer
Effective February 5, 2026, Chetan Jindal resigned from his position as Chief Financial Officer of the Company.
Effective February 5, 2026, the Brag House Board appointed Rene Rodriguez as the Company’s Acting Chief Financial Officer. Mr. Rodriguez, age 42, has served as the Company’s Controller since March 1, 2025, and prior to that as an independent contractor providing finance and accounting services to the Company from June 1, 2022 until February 28, 2025.
Nasdaq Deficiency - Minimum Bid Requirement
On January 6, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s Common Stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 6, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 6, 2026.
If the Company is not in compliance with the Minimum Bid Requirement by July 6, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.
The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
As of the date of this Annual Report, the deficiency has not been cured.
The Merger Agreement
On October 12, 2025, the Company entered into the Merger Agreement, by and among the Company, Merger Sub and House of Doge. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into House of Doge, resulting in House of Doge as the surviving corporation of the Merger and a direct, wholly owned subsidiary of the Company. In connection with the consummation of the Merger, the Company will be renamed “House of Doge Inc.” The Merger Agreement provides that the Company’s current officers will continue their function as senior management personnel of the Company in roles, functions and other management capacities with respect to the Brag House Legacy Business, which House of Doge agreed will operate or continue to operate as a division or out of a subsidiary of House of Doge after the Closing. We expect, however, that the Brag House Legacy Business will continue to operate out of the Company’s existing Brag House, Inc. subsidiary, and that the Company’s current Chief Executive Officer, Lavell Juan Malloy, II, will continue to serve as Chief Executive Officer of such subsidiary.
In exchange for the House of Doge Common Stock and restricted stock units, the Company will issue shares of the Brag House Common Stock and a new class of preferred stock (that will be convertible into shares of common stock) and restricted stock units constituting an aggregate of approximately 663,250,176 shares of its common stock, on a fully diluted basis, to holders of House of Doge’s shares of common stock and restricted stock units, provided that any shares of 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 will also be exchanged in the Merger and, therefore, cause the number of shares of common stock that the Company 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, the Company’s Chief Executive Officer, and certain other individuals or representatives of the Company to be identified by the Company prior to the Closing. Upon consummation of the Merger, House of Doge will become the majority shareholder of the Company. Following the Merger, the Company’s common stock shall continue to be listed on Nasdaq. The Merger is subject to customary closing conditions, including regulatory approvals, filing of required registration statements, shareholder consent, and completion of due diligence.
On November 26, 2025, the Company entered into amendment No. 1 to the Merger Agreement. On February 2, 2026 entered into amendment No. 2 to the Merger Agreement and on March 26, 2026 entered into amendment No. 3 to modify certain provisions of the Merger Agreement, including the extension of the termination date of the agreement to May 29, 2026.
As of the date of this Annual Report, the Merger had not yet closed. The Company expects the Merger to be finalized by May 29, 2026, pending satisfaction of all closing conditions.
Cash Purchase Agreement with CleanCore Solutions
On September 2, 2025, the Company entered into a securities purchase agreement with CleanCore, pursuant to which the Company purchased CleanCore Pre-Funded Warrants to purchase 4,000,000 shares of CleanCore’s class B common stock for a purchase price of $1.00 in cash per CleanCore 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 issued in exchange for consideration of cash, Dogecoin, Bitcoin, Ethereum, USDC, or USDT. The pre-funded warrants were exercised on November 10, 2025 and the Company owns 4,000,000 shares of CleanCore’s class B common stock as of December 31, 2025.
July 2025 PIPE Offering
On July 24, 2025, the Company entered into a Securities Purchase Agreement with 12 accredited investors for the July 2025 PIPE Offering of 15,000 shares of its Series B preferred stock, convertible into an aggregate of 15,923,567 shares of Brag House Common Stock at a conversion price of $0.942 per share of Series B preferred stock, and an aggregate of 15,923,567 PIPE Warrants to acquire up to 15,923,567 shares of Brag House Common Stock. The purchase price of the securities was $1,000 per share of Series B preferred stock and accompanying 1,061.5711 PIPE Warrants to acquire up to 1,061.5711 shares of Brag House Common Stock, subject to beneficial ownership limitations. The PIPE Warrants were exercisable immediately upon issuance at an exercise price of $0.817 per share and will expire five years from the date of issuance. During the year ended December 31, 2025, holders of the Series B Preferred Stock converted a total of 6,902 shares into 7,327,245 shares of Common Stock. Further, during this period, a total of 2,099,257 PIPE Warrants were exercised at $0.817 per warrant for total proceeds of $1,715,092.
The July 2025 PIPE Offering closed on July 30, 2025, with aggregate gross proceeds totaling $15 million, before placement agent fees and other expenses that were directly deducted from the proceeds totaling $1,321,205. In addition to the fees directly deducted from the proceeds, the Company incurred an additional fee of $635,000 and other fees totaling $8,500 for total offering costs of $1,964,705. The Company intends to use the proceeds from the July 2025 PIPE Offering for general corporate and working capital purposes.
Organization
We were formed as a Delaware corporation in December 2021.
Brag House, Inc. (“BHI”), the Company’s
wholly owned indirect subsidiary and the entity through which our operations are primarily conducted, was formed as a Delaware corporation
in February 2018.
On June 11, 2021, Brag House, Ltd. (“BHL”) was registered
in the United Kingdom. Their principal offices are located at 7 – 9 Swallow Street, London W1B 4DE, United Kingdom.
On August 16, 2021, BHL acquired all of the 10,000,000 issued
and outstanding BHI shares held by BHI shareholders on a one for 14.07 basis (rounded to the nearest whole number) in exchange for 140,700,000
ordinary shares of £0.0001 in BHL, making BHI a wholly owned subsidiary of BHL (“UK Reorganization”).
Following the UK Reorganization, the board of
directors of BHL determined that it was in the best interests of BHL and its shareholders that an initial public offering in the United States
and concurrent listing on The Nasdaq Stock Market (“Nasdaq”) be pursued. To effect that proposed initial public offering and
listing on Nasdaq, in December 2021, the Company was formed. On February 8, 2022, the Company approved a reorganization, in
which the shareholders of BHL would exchange their ordinary shares and preference shares of BHL for a proportionate number of common and
preferred shares in the Company on a 21 to 1 basis (“U.S. Reorganization”). Immediately following the U.S. Reorganization,
BHL became the wholly-owned subsidiary of the Company, and BHI became the indirect wholly-owned subsidiary of the Company.
We anticipate that BHL will be wound down and
dissolved as soon as reasonably practicable.
We effected a 1 for 5.1287 consolidation of our
issued and outstanding Common Stock and Preferred Stock on June 14, 2024, (the “Original Reverse Split”). On October 11,
2024, we canceled the Original Reverse Split and filed an amendment to our certificate of incorporation, as amended, with the Secretary
of State of the State of Delaware to effect a 1 for 2.43615 consolidation of our issued and outstanding Common Stock and Preferred Stock
(the “Reverse Split”). Any future redemption of stock options or warrants for options or warrants that were granted prior
to October 11, 2024 will also reflect the Reverse Split. The Company began the process to pay for the Fractional Shares, which total
$85.81, to its shareholders that were affected by the Reverse Split. This Annual Report gives effect to the cancellation of the Original
Reverse Split and the effectiveness of the Reverse Split. Except where otherwise indicated, all share and per share data in this Annual
Report have been retroactively restated to reflect the Reverse Split.
Our principal executive offices are located at
45 Park Street, Montclair, NJ 07042 and our telephone number is 413-398-2845. Our website address is www.braghouse.com. The investor
relations portion of our website is available at corp.braghouse.com. The references to our website addresses do not constitute
incorporation by reference of the information contained at or available through our websites, and you should not consider it to be a part
of this Annual Report. We have included our website addresses in this Annual Report solely as inactive textual references.
Revenue for the years ended December 31, 2025
and 2024 was $0 and 2023 was $105 and $366,438$105, respectively. Revenues for the periods presented consisted of the following: Tournament revenue and
live-streaming services. This decrease in revenue was mainly attributable
to decreased tournament activity in the yearCompany 2024.not Tournament
revenuehosting comprisestournaments 0%or andgenerating 99% of the Company’slive-streaming revenue forduring the years ended December 31, 2024 and 2023. The other revenue referenced
above represents an insignificant source of revenue for the Company.2025.
Tournament Revenue consists of money earned from
tournament sponsors. The Company’s other revenue comes from revenue earned on the Twitch streaming platform through the Company’s
enrollment in the Twitch Affiliate Program. The affiliate program allows the Company to earn revenue from advertising provided to viewers
on the channel. The Company streams live events, and their channel may also include past tournaments that can be watched as a Video on
Demand (“VOD”). Additionally, the Company generates subscription revenue for users who subscribe to Brag House’s Twitch
live-streaming channel. Live-streaming service revenue is not considered tournament revenue since it is not directly attributed to money
earned from tournament sponsors and is not received from such sources. This revenue is tracked, determined, and disbursed to the Company
directly by Twitch.
Operating expenses for the years ended December 31,
2024 2025 and 20232024 were $1,491,310
$7,718,905 and $2,313,856,$1,491,310, respectively,respectively. and inIn the calendar year ended December 31, 2024,2025, the Company’s operating expenses consisted mainlyof ofselling,
selling, general and administrative expenses of $626,901,$3,327,087, legal and professional fees of $490,528,$2,123,440, stock-based compensation of $179,766
and$963,534, advertising
and marketing costs of $172,989.$641,919, software development expenses of $23,591, and software expenses of $639,334. In the calendar year ended December
31, 2023,2024, the Company’s operating expenses
consisted mainly of selling, general and administrative expenses of $1,099,576,$608,904, legal and professional
fees of $321,506,$490,528, stock-based compensation
of $556,222 and$179,766, advertising and marketing costs of $311,364.$172,989, software development expenses of
$21,034, and software expenses of $18,089. This represents aan decreaseincrease of $472,675$2,718,183 in selling, general and administrative expenses,
expenses, an increase of $169,022$1,632,912 in legal and professional fees, aan decreaseincrease of $376,456$783,768 in stock-based compensationcompensation, andan a decreaseincrease of $468,930
$138,375 in advertising and marketing costs.costs, an increase of $2,557 in software development expenses and an increase of $621,245 in software expenses.
The decreaseincrease in operating expenses during 20242025 was mainly attributed to reducedthe spendingCompany’s activations, stock-based compensation, investor
relations initiatives and legal and professional expenses in operationsconnection sincewith the Company focused its efforts and spending on the IPO. Significant costs related to the IPO were capitalized as
deferred offering costs and were not included in operating expenses, as they normally would be.Merger.
As of December 31, 20242025 and December 31,
20232024, the Company had $29,228$222,572 and $33,889 $29,228
in cash, respectively, and a working capital surplus of $5,321,908 at December 31, 2025 and a working capital deficit of $9,675,586 andat
December $6,698,536,31, respectively.
2024. The Company’s liquidity needs up to December 31, 20242025 were satisfied through proceeds from the issuancesale of equity,equity
in the Company’s initial public offering, convertible
debt, notes payablepayable, bridge loans, and bridgethe loans.PIPE Offering.
The accompanying financial statements have been
prepared on the basis
that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction
of liabilities in the
normal course of business. At December 31, 20242025 and December 31, 20232024 the Company had an accumulated deficit
of $14,647,702$30,538,211 and $11,359,183,$14,647,702, respectively.
For the yearyears ended December 31, 20242025 and 2024, the year ended December 31, 2023 the
Company had a net loss of $3,288,519$15,890,509 and $4,672,348,$3,288,519, respectively, and negative cash
flows from operations of $571,681$6,625,058 and $776,996,$570,037, respectively.
The Company’s operatinginvesting activities consume the majority of its cash
resources. The Company will continue to promote its services
to existing and potential customers, but it anticipates that it will continue
to incur operating losses as it executes its development
plans through 2025,2026, as well as other potential strategic and business development
initiatives. In addition, the Company has had and expects
to have negative cash flows from operations, at least into the near future.
The Company previously funded and plans to continue funding
these losses primarily through the sale of equity and loans. The accompanying
financial statements do not include any adjustments that
might be necessary should the Company be unable to continue as a going concern.
Pursuant to our agreement with Moroch, we held
the “Texas Loyalty Cup”, a Brag House tournament, in 2021 in collaboration with McDonald’s and Coca-Cola. The success
of the tournament led to a continued and stronger relationship with McDonald’s and Coca-Cola as we had held two tournaments in 2022:
“SoCal FIFA 23 Tournament” which was a direct contract with Coca-Cola and collaborated with McDonald’s through their
marketing agency of the Southern California Region, DE, and “Black and Positively Golden Gamers HBCU Tournament Featuring Fortnite”
which was a contract with McDonald’s through their agency, WI, in collaboration with Coca-Cola. Due to the success Brag House was
able to achieve, the partnership with McDonald’s and Coca-Cola grew stronger as Brag House was contracted by Coca-Cola, in collaboration
with McDonald’s, for the third consecutive year to host a nationwide Fortnite tournament with student gamers from five states (Washington,
Oregon, California, Oklahoma and Kansas). The tournament is known as the Golden Royale Cup, and took place over the course of three weeks
in November, with three qualifying matches, followed by a grand finale match. The Golden Royale Cup amassed nearly 20,000 total hours
of aggregate live streaming content watched. And garnered nearly 300,000 views from gamers watching the tournament in real-time. Furthermore,
the event received nearly 1 million impressions across Brag House’s social media platforms.
In addition to the Golden Royale Cup from November
2023, Brag House has finalized three major partnerships agreements; the first with the FWSC, a division of The City of Fort Worth, where
we hosted an in-person esports and scholars event on September 21, 2024 at the FWCC focused on college students for the State of
Texas. This event showcased not only competitive gaming for the casual gamers but also educational and career opportunities related to
gaming and esports for Texas college students while giving the students opportunities to earn and win scholarships. This event featured
speakers and panelists from diverse industries, including media agencies, universities, and the movie and entertainment sectors; the second
with the Denver Broncos, a world-renowned American Football franchise that competes in the NFL to be a gaming partner for in-person and
digital gaming activations (i.e. gaming events) for, at minimum, the 2023-2024 NFL seasons. This partnership concluded in September 2024.
Brag House also secured a strategic
partnership for
tournament and promotional events in 2025 with Learfield Communications, LLC, formerly Learfield IMG College, a
billion dollar media company
that holds the media rights to hundreds of colleges in the US,United States, including collegiate properties as the
NCAA and its 89 championships
and NCAA Football. However, it is important to note thatWhile the current agreement does not guarantee
revenue, nor does it obligate Learfield or its affiliates to provide data access or
support beyond the sales representation scope.
Thescope, partnership’swe firstbelieve activationthat isit planneddoes position Brag House to beleverage heldLearfield’s onlinecollege onnetwork
to Maygenerate 17,sponsorship 2025revenue, (originallyensuring scheduledbrand engagement opportunities, and gives Brag House access to extensive datasets from diverse
college campuses as we evolve into a scalable data insight revenue model, where we aim to enable brands to gain data insights to create
enhanced, personalized and effective marketing campaigns. Therefore, we believe that this partnership will contribute directly to Brag
House’s revenue model through marketing and advertising earning such as sponsorships, while validating Brag House’s marketing
and data strategy for Marchreaching 5,college-aged 2025)Gen forZ gamers. Through this, the Company plans to scale across Learfield’s properties,
studentsexpanding brand partnerships in the gaming and alumniesports of the University of Florida, one of Learfield’s media rights properties. The execution of this initial
activation will serve as a test case for future expansion and data-driven initiatives.spaces.
This partnership positions Brag House to leverage
Learfield’s college network to generate sponsorship revenue, ensuring brand engagement opportunities, and gives Brag House access
to extensive datasets from diverse college campuses as we evolve into a scalable data insight revenue model, where we aim to enable brands
to gain data insights to create enhanced, personalized and effective marketing campaigns.
We believe this partnership will contribute directly
to Brag House’s revenue model through shared sponsorship earnings, while validating Brag House’s marketing and data strategy
for reaching college-aged Gen Z gamers. Through this, the Company plans to scale across Learfield’s properties, expanding brand
partnerships in the gaming and esports spaces.
Management believes thisthat its strategic partnership
with Learfield is a strong indicator
of continued growth in the coming years for tournament revenue. While the Company believes in its viability
to raise additional funds,
however, there can be no assurances to that effect. The ability of the Company to continue as a going concern
is dependent upon the Company’s
ability to further implement its business plan. The Company has earned minimal revenue from its
inception through the year ended December 31, 2025.
However, the Company has earned minimal revenue through the year ended December 31, 2024. As such, these matters
raise substantial doubt
about the Company’s ability to continue as a going concern for the next twelve months from the issuance
of the accompanying consolidated
financial statements. If adequate funds are not available on acceptable terms, or at all, the Company
will need to curtail operations
or cease operations completely.
For the year ended December 31, 2025, we used $6,625,058 in our operating activities, which was mainly attributable to our net loss during the year, offset primarily by changes in the fair value of our investment in equity securities, warrant liability, and convertible debt totaling $6,808,891. For the year ended December 31, 2024, we used $570,037 in our operating activities, which was mainly attributable to our net loss during the year.
Cash Flows Used In Investing Activities
For the year ended December 31, 2025, we used $16,144,000 in our investing activities, which was attributable to our investment in the 4,000,000 CleanCore Pre-Funded Warrants for a total investment of $4,000,000 and a loan and advance made to the House of Doge totaling $12,144,000. For the year ended December 31, 2024, there were no investing activities.
For the year ended December 31, 2024, we
used $571,681 of cash in our operating activities, which was mainly attributable to our net loss during the year. For the year ended December 31,
2023, we used $776,996 of cash in our operating activities, which was mainly attributable to our net loss during the year.
For the year ended December 31, 2025, we received $22,962,402 from
our financing activities, which was mainly attributable to proceeds from our IPO of $6,785,000, our PIPE offering of $15,000,000, a convertible
debt for $3,465,000 from Yorkville and the exercise of warrants totaling $1,715,092. For the year ended December 31, 2024, we received
$565,376 from our financing activities, which was mainly attributable to the receipt of $492,020 from
the issuance of notes payable and
convertible debt, net of debt discounts and debt issuance costs, andthe reducedreduction of our cash position by repaying
a note payable for $25,000.$25,000,
and Also,the wesale soldof shares of the Company’s Common Stock for proceeds of $100,000. For the year ended December 31,
2023, we received $252,506Proceeds from the sale of equity and issuance of convertible debt, net of
debt discountswere offset by offering and debt issuance costs.
WeAs of December 31, 2025, we did not have any
off-balance sheet arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.
Prior to our IPO, we had been a private company
with limited accounting
and financial reporting personnel and other resources to address our internal controlscontrol and procedures. In connection
with the audits of
our consolidated financial statements as of December 31, 20242025 and 2023,2024, we have identified control deficiencies
in our financial reporting
process that constitute material weaknesses in our consolidatedinternal control over financial statementsreporting as of December 31, 2024
2025 and 2023.2024. A material
weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable
possibility that a material misstatement of the annual or interim financial statements will not be prevented or
detected on a timely basis.
We have a material weaknessweaknesses related to the review and approval of cash disbursements, officer expense reimbursements,
and related journal
entries for operating and payroll-related expenses incurred, including the failure to maintain readily accessible
executed versions of
significant agreements entered into by the Company.Company or board approval of all stock-based compensation awarded.. Due to the lack of formal
documentation maintained around the
review and approval of these types of transactions, it was determined that we did not adhere to established
controls around our cash
disbursement process, nor the review and approval of related journal entries recorded. Additionally, we have
a material weakness related
to the lack of controls over our income tax related accounts and disclosures. In the absence of such formal
documentation related to
our management’s review and approval of such processes, potential material misstatements may go undetected.
Additionally, the Company
has a material weakness related to its ability to record and disclose complex transactions with debt and/or
equity features. Lastly,
the Company has a material weakness related to the lack of cybersecurity policies and procedures in place. In
the absence of cybersecurity
controls, Company operations may be negatively impacted, as all Company activities take place online.
We have already taken a number of measures to address
address the internal control deficiencies that have been identifiedidentified, including,including hiring a full-time chief financial officeofficer and contracting an outside
public accounting firm, CohnReznick LLP, with extensive
public-company reporting and technical accounting experience to provide additional
financial reporting oversight and review, expanding
our existing accounting and financial reporting personnel, as well as establishing
effective monitoring and oversight controls. We believe
these measures will assist us with meeting the Sarbanes-Oxley compliance requirements and improving
our overall internal controls.control. However,
weWe cannot assure youyou, however, that these measures maywill fully address the material weaknessweaknesses in our internal
control over financial reporting or that
we may conclude that they have been fully remediated.
We expect to complete our remediation plan within
the next 12 months. However, we have not tested the effectiveness of our internal control over financial reporting and cannot assure
you that we will be able to successfully remediate this material weakness and, even if we do, we cannot assure you that we will not suffer
from other material weaknesses in the future. Except for additional personnel costs, we do not expect to incur any material costs related
to our remediation plan.
If we fail to remediate these material weaknesses
or fail to otherwise maintain effective internal controlscontrol over
financial reporting in the future, such failure could result in loss of
investors’ confidence in our financial statements, limit
our ability to raise capital and have a negative effect on the trading
price of our Common Stock. Additionally, failure to remediate the
material weaknessweaknesses or otherwise maintain effective internal controls control
over financial reporting may also negatively impact our operating
results and financial condition, impair our ability to timely file our
periodic and other reports with the SEC, subject us to additional
litigation and regulatory actions and cause us to incur substantial
additional costs in future periods relating to the implementation
of remedial measures.
What changed in the latest 10-Q
Risk Factors
New heading “Risks Related to the Company’s Operations Following the Merger”
New heading “We have operating net losses and our financial results are subject to fluctuations.”
New heading “Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.”
New heading “The Company’s international operations could expose it to additional risks.”
New heading “Currency fluctuations could negatively impact the Company’s business, prospects, financial condition and financial performance.”
New heading “We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects and the third-party platforms upon which they are made available could contain undetected errors.”
New heading “Our business could be adversely affected if our data privacy and security practices are not adequate, or perceived as being inadequate, to prevent data breaches, or by the application of data privacy and security laws generally.”
New heading “A failure of our information technology (IT) and data security infrastructure could adversely impact our business, operations, and reputation.”
New heading “Our acquisitions and investments could expose us to additional risks.”
New heading “Additional capital that we may require may not be available or may be available only on onerous terms, either of which could negatively impact our growth and business.”
New heading “Our business may be materially and adversely affected by significant developments stemming from political events and changes.”
New heading “Our insurance coverage may not be adequate to cover all potential risks associated with our operations.”
New heading “Our officers and directors may have conflicts of interest that could negatively impact our business.”
New heading “If our compliance and risk management program is not effective, it could result in events that could have a material adverse effect on our reputation, financial condition and operating results.”
New heading “Operational risks, such as misconduct and errors of employees, contractors or entities with which we do business, may be difficult to detect and deter and could cause us material reputational and financial harm.”
New heading “Our collection of personal information could expose us to regulatory and other risks, and changes in applicable laws and regulations addressing the collection of such information could result in additional costs.”
New heading “We may be subject to litigation and similar proceedings that adversely affect our business.”
New heading “We may be unable to integrate successfully the businesses of Brag House and HOD and realize the anticipated benefits of the Merger.”
New heading “Unfavorable global economic conditions could adversely affect our business, financial condition, results of operations or cash flows.”
New heading “Risks Related to Digital Asset Custody and Operations”
New heading “The loss, theft, or destruction of private keys required to access our digital assets, or the failure of our custodial arrangements, could result in the irreversible loss of our digital asset holdings.”
New heading “If we engage in staking or validator operations, we may be subject to slashing penalties, technological failures, and other risks that could result in the loss of staked digital assets.”
New heading “The lack of a centralized clearinghouse for digital asset transactions and our reliance on third-party counterparties for settlement expose us to significant counterparty and settlement risk.”
New heading “Our pursuit of real-world asset tokenization and digital financial products may expose us to risks associated with decentralized finance protocols and smart contract vulnerabilities.”
New heading “We depend on third-party custodians and service providers to safeguard our digital asset holdings, and any failure by these custodians could result in the loss of assets and material financial harm.”
New heading “A fork of the Dogecoin blockchain could disrupt our operations, compromise the security of our digital asset holdings, and adversely affect the value of Dogecoin and our business.”
New heading “Risks Related to Our ETP Business”
New heading “Our sole revenue stream depends on exchange-traded products operated by a third-party partner, and regulatory changes affecting such products could eliminate our revenue.”
New heading “Our advisory and asset management activities may give rise to fiduciary duties and regulatory obligations, and our failure to comply could result in enforcement actions, litigation, and reputational harm.”
New heading “Risks Related to Financial and Market Conditions”
New heading “The U.S. federal and state income tax treatment of digital asset transactions is uncertain and evolving, and adverse tax developments could materially affect our financial condition and results of operations.”
New heading “The failure of stablecoin issuers to maintain adequate reserves or honor redemption obligations could disrupt our digital payment operations and adversely affect the broader digital asset ecosystem.”
New heading “Our inability to establish or maintain banking relationships could materially disrupt our operations and impair our ability to conduct business.”
New heading “Our use of margin financing secured by digital asset holdings, and any future borrowing or lending of digital assets, expose us to amplified financial risks including unlimited loss potential.”
New heading “Risks Related to Our Sports Investments”
New heading “Our equity investments in professional sports clubs are subject to the rules and regulations of sports governing bodies, including FIFA, UEFA, and national football associations, which could restrict our ownership rights, impose financial penalties, or require us to divest our interests.”
New heading “Laws and regulations in certain jurisdictions restrict the ownership of multiple sports clubs, which could limit our ability to expand our sports investment portfolio or require divestiture of existing investments.”
New heading “The sports clubs in which we have invested are subject to complex player transfer and registration regulations that could restrict their ability to attract talent and compete effectively.”
New heading “Risks Related to Our Intellectual Property”
New heading “We may not be able to protect our proprietary technology or trademarks adequately.”
New heading “We may be subject to claims of infringement of third-party intellectual property rights, which are costly to defend, could result in significant damage awards, and could limit our ability to use certain technologies in the future.”
New heading “Our technology, content and brand are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.”
New heading “Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our registered trademark or pending trademarks, brands or websites, or misappropriate our data and copy our gaming platform, all of which could cause confusion, divert gamers and creators away from our gaming platform and tournaments, or harm our reputation.”
New heading “We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.”
New heading “We may be subject to legal liability for information or content displayed on, retrieved from or linked to our online gaming platform, or distributed to our users.”
New heading “Intensified government regulation of the Internet industry could restrict our ability to maintain or increase the level of traffic to our gaming platform as well as our ability to capture other market opportunities.”
New heading “Changes in intellectual property laws and governmental regulations regarding the internet that are applied adversely to us or our users may have a material adverse effect on our business operations, financial condition and results of operations.”
New heading “Risks Related to Our Securities and Organizational Documents”
New heading “The market price of the Common Stock may be volatile and may decline in value following the Merger.”
New heading “An active trading market for the Common Stock may not develop, and our stockholders may not be able to resell their shares of common stock for a profit, if at all.”
New heading “Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our securities.”
New heading “Future sales of shares by existing stockholders could cause the trading price of the Common Stock to decline.”
New heading “Holders of the Common Stock may experience significant dilution.”
New heading “Our executive officers, directors and principal stockholders may have the ability to control or significantly influence certain matters submitted to our stockholders for approval.”
New heading “If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the Company, its business or its market, its stock price and trading volume could decline.”
New heading “We do not anticipate paying any cash dividends in the foreseeable future.”
New heading “If we issue shares of preferred stock, the rights of holders of the Common Stock may be materially adversely affected.”
New heading “Provisions of our organizational documents and Delaware law may delay or deter a change of control of the Company.”
New heading “Our certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers or employees giving rise to such claim.”
New heading “We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, the shares of Common Stock may be less attractive to investors.”
New heading “Risks Related to HOD’s Business”
New heading “We might not be able to sustain HOD’s current rate of growth, which could negatively impact our operating revenue, operating income or net income.”
New heading “House of Doge has a limited operating history in an evolving industry, which makes it difficult to evaluate the Company’s future prospects and may increase the risk that we will not be successful.”
New heading “We are subject to risks as a result of Dogecoin’s status as a highly volatile asset.”
New heading “Substantial legal and regulatory uncertainty regarding digital assets and Dogecoin could materially impact the price of Dogecoin as well as our and our customers’ and counterparties’ ability to operate their respective businesses.”
New heading “If Dogecoin is classified as a “security” it could have a material adverse impact on our business.”
New heading “If we were to be considered an investment company as defined in the Investment Company Act, we could not continue to operate our business in accordance with our business plan.”
New heading “Future legislation or regulations could negatively impact our business.”
New heading “Our reliance on key clients and our agreement with the Dogecoin Foundation puts us at risk.”
New heading “If we cannot attract and retain senior management and key employees, it could negatively impact our business, prospects, financial condition and financial performance.”
New heading “We are subject to significant competition, which may limit our ability to grow and successfully operate our business.”
New heading “Risks Related to Brag House’s Business”
New heading “We might not be able to sustain the recent rate of growth of Brag House’s business, which could negatively impact our operating revenue, operating income or net income.”
New heading “The loss of or a substantial reduction in activity by one or more of Brag House’s largest clients, vendors and/or sponsors could materially and adversely affect our Brag House business and our financial condition and results of operations.”
New heading “We are subject to risks associated with operating in a rapidly developing industry and a relatively new market.”
New heading “Brag House’s revenue model may not remain effective, and we cannot guarantee that its future monetization strategies will be successfully implemented or generate sustainable revenues and profit.”
New heading “Our marketing and advertising efforts may fail to resonate with amateur gamers and creators.”
New heading “Technology changes rapidly in our Brag House business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments may suffer.”
New heading “We have a community culture that is vital to the success of Brag House’s business. Brag House’s operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities.”
New heading “Brag House operates in the entertainment and gaming industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own.”
New heading “We currently have only limited license agreements with game publishers, and may not in the future enter into additional license agreements. Failure to do so may require us to modify, limit, or discontinue certain services, which could materially affect Brag House’s business, financial conditions and results of operations.”
New heading “Growth of Brag House’s business will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage its growth could adversely affect Brag House’s, and in turn the Company’s, business, financial condition, results of operations and prospects.”
New heading “The ability to grow Brag House’s business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content and amateur tournaments.”
New heading “If we fail to maintain and enhance Brag House’s brand or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.”
New heading “Negative gamer perceptions about the Brag House brand, gaming platform, amateur tournaments and/or business practices may damage its business and increase the costs incurred in addressing gamer concerns.”
New heading “We rely on AWS to deliver Brag House’s offerings to users on the Brag House platform, and any disruption of or interference with our use of AWS could adversely affect Brag House, and in turn the Company’s business, financial condition, results of operations and prospects.”
New heading “We depend on servers to operate our Brag House platform with online features and its online gaming service. If we were to lose server functionality for any reason, our Brag House business may be negatively impacted.”
New heading “Our online gaming platform and games offered through our gaming platform may contain defects.”
New heading “We use third-party services and technologies in connection with our Brag House business, and any disruption to the provision of these services and technologies could result in negative publicity and a slowdown in the growth of our users, which could materially and adversely affect our Brag House business and, in turn, our financial condition and results of operations.”
New heading “Growth and engagement of our gamer community depends upon effective interoperability with mobile operating systems, networks, mobile devices and standards that we do not control.”
New heading “We rely on third-party payment processors to process deposits and withdrawals made by our users into the Brag House platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our Brag House business, financial condition and results of operations could be adversely affected.”
New heading “If the Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition and results of operations could be adversely affected.”
New heading “We generate revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with Brag House, could seriously harm our business.”
New heading “Our Brag House business is subject to regulation, and changes in applicable regulations may negatively impact its business.”
New heading “General Risks Related to the Company”
New heading “Our management team has limited experience managing a public company.”
New heading “We have identified material weaknesses in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.”
New heading “The requirements of being a public company are costly, may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” Complying with such regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.”
New heading “As a result of becoming a public company, we are obligated to report on the effectiveness of our internal control over financial reporting. Such internal control over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.”
New heading “From time to time we may become involved in legal proceedings.”
Removed heading “Nasdaq Deficiency - Minimum Bid Requirement”
Largest changes
“Pursuant to Rule 13a-15(c) under the Exchange Act, our management is required to annually evaluate our internal control over financial reporting. Furthermore, at such time as we cease to be an “emerging growth company” and a “Smaller Reporting Company,” as defined in the rules promulgated under the Exchange Act, we will also be required to obtain an attestation from our auditor on our internal control over financial reporting. At such time, we or our auditors may identify material weaknesses that we may not be able to timely remediate. …”see in full comparison
“If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal control over financial reporting in the future, such failure could result in loss of investors’ confidence in the reliability of our financial statements, limit our ability to raise capital and have a negative effect on the trading price of the Common Stock. …”see in full comparison
“Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation, which could have a material adverse effect on our financial condition and results of operations.”see in full comparison
“Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increase. …”see in full comparison
“In the course of our business, we may collect, process, store and use information, including personally identifiable information, passwords and credit card information, the latter of which is subject to PCI-DSS (Payment Card Industry Data Security Standard) compliance. Although we take measures to protect this information from unauthorized access, acquisition, disclosure and misuse, our security controls, policies and practices may not be able to prevent the improper or unauthorized access, acquisition or disclosure of such information. …”see in full comparison
“We anticipate that through contract or by operation of law, we will be subject to anti-money laundering laws, know your customer/know your business laws, travel rules, payment network rules, money transmitter or money service business laws, sanctions, foreign corruption/practices and other related legislation. Our ability to comply with applicable laws and regulations will be largely dependent on our establishment and maintenance of compliance, review and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. …”see in full comparison
Full comparison: every changed paragraph (288)
Risks Related to the Company’s Operations Following the Merger
We have operating net losses and our financial results are subject to fluctuations.
During its short operating history, the Company has reported net losses; we anticipate increasing expenses in the future and may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our company could cause you to lose all or part of your investment.
The Company expects to continue to expend substantial financial and other resources on developing technologies, marketing, partnerships and acquiring strategic assets. These efforts may be more costly than expected and may not result in increased revenue or growth. Any failure to increase revenue sufficiently to keep pace with investments and other expenses could prevent us from achieving profitability or positive cash flows. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected. In addition, our quarterly financial results have fluctuated in the past and we expect our financial results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business. Fluctuating operating results could cause performance to fall below the expectations of investors, which could materially adversely affect the Company and the market price of the Common Stock.
Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.
The Company had incurred operating losses from their date of incorporation through the Effective Time, and the Company may never generate a profit. Brag House’s financial statements for the years ended December 31, 2025 and 2024, and Legacy House of Doge’s financial statements for the years ended March 31, 2026 and March 31, 2025, were prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. If we are unable to raise sufficient capital as and when needed, our business, financial condition and results of operations will be materially and adversely affected, and we will need to significantly modify our operational plans to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements. Our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital, enter into critical contractual relations with third parties and otherwise execute our development strategy.
The Company’s international operations could expose it to additional risks.
We expect the Company to operate in multiple jurisdictions. The Company may expand its operations to additional jurisdictions around the world, including those in markets in which it has limited experience or that have a different regulatory and/or compliance framework. In addition, if the Company expands its business into international jurisdictions, such entries would require management attention and financial resources that would otherwise be spent on other parts of its business.
Conducting business internationally, particularly in regions in which it has limited experience operating, may subject us to additional risks, including but not limited to: operational challenges caused by operating in markets with different languages, consumer preferences and cultural differences; the use of resources to localize our business; compliance with legislative and regulatory regimes that differ from current operating jurisdictions and that may pose new restrictions on the way our business operates; competition from local service providers with more experience and scale in the international jurisdiction; challenges managing growth across multiple jurisdictions; adverse tax consequences; increased financial and reporting obligations; challenges protecting intellectual property; and general political, social and economic instability and related conditions. These risks could adversely affect the Company’s operations, prospects and financial condition.
Currency fluctuations could negatively impact the Company’s business, prospects, financial condition and financial performance.
The Company may conduct business in several countries. While we expect that, initially, a majority of our revenues will be denominated in U.S. dollars, the expansion of our business into new jurisdictions may introduce different payment schedules and require us to use the currencies of the local jurisdictions, which could impact operations in certain markets. This could expose the Company to the risk of fluctuations in foreign currency exchange rates and changes in exchange rates that are reflected in reported income and loss from its international businesses included in its consolidated statements of operations as it translates the financial statements of its foreign subsidiaries into U.S. dollars in consolidation.
A fluctuation in the exchange rates for the U.S. dollar or other currencies in which we may transact may therefore affect reported revenue and expenses from our international businesses included in our consolidated statements of operations. Significant fluctuations in the exchange rates of foreign currencies may negatively impact our business, prospects, financial condition and financial performance.
We do not currently have currency hedging arrangements in place and do not expect to put in place any currency hedging arrangements in the future. If we decide to hedge foreign currency exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. In addition, those activities may be limited in the protection they provide from foreign currency fluctuations and can themselves result in losses.
We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects and the third-party platforms upon which they are made available could contain undetected errors.
Our technology infrastructure is critical to the performance of our Brag House platform, the Such mobile payments application, and related offerings, and to user satisfaction. We devote significant resources to network and data security to protect our systems and data. However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We cannot assure you that the measures we take to prevent or hinder cyber-attacks and protect our systems, data and user information and to prevent outages, data or information loss, fraud and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services, will provide absolute security. We may in the future experience website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and prospects.
As our business grows, we will need an increasing amount of technical infrastructure, including data centers, network capacity, storage and database technologies and computing power. Creating the appropriate support for our technology platforms, including big data and computational infrastructure, will be expensive and complex, and execution could result in inefficiencies or operational failures and increased vulnerability to cyber-attacks; and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the user experience or increase our costs. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies or other catastrophic events. Further, our failure to adequately implement and enforce security policies could result in a loss of client and user confidence, damage to our reputation and a loss of business.
We believe that if our users have a negative experience with our offerings, or if our brand or reputation is negatively affected, users may be less inclined to continue or resume utilizing our products or recommend the platform to other potential users. As such, a failure or significant interruption in our services would harm our reputation, business and operating results.
Our business could be adversely affected if our data privacy and security practices are not adequate, or perceived as being inadequate, to prevent data breaches, or by the application of data privacy and security laws generally.
In the course of our business, we may collect, process, store and use information, including personally identifiable information, passwords and credit card information, the latter of which is subject to PCI-DSS (Payment Card Industry Data Security Standard) compliance. Although we take measures to protect this information from unauthorized access, acquisition, disclosure and misuse, our security controls, policies and practices may not be able to prevent the improper or unauthorized access, acquisition or disclosure of such information. The unauthorized access, acquisition or disclosure of this information, or the perception that we do not adequately secure this information, could result in legal liability, costly remedial measures, governmental and regulatory investigations, harm our profitability and reputation and cause our financial results to be materially adversely affected. In addition, third party vendors and business partners receive access to information that we collect. These vendors and business partners may not prevent data security breaches with respect to the information we provide them or fully enforce our policies, contractual obligations and disclosures regarding the collection, use, storage, transfer and retention of personal data. A data security breach of one of our vendors or business partners could cause reputational harm to them and/or negatively impact our ability to maintain the credibility of our gamer community. Data privacy, data protection, localization, security and consumer-protection laws are evolving, and the interpretation and application of these laws in the United States, Europe (including compliance with the General Data Protection Regulation), and elsewhere often are uncertain, contradictory and changing. It is possible that these laws may be interpreted or applied in a manner that is averse to us or otherwise inconsistent with our practices, which could result in litigation, regulatory investigations and potential legal liability or require us to change our practices in a manner adverse to our business. As a result, our reputation and brand may be harmed, we could incur substantial costs, and we could lose both gamers and creators and revenue.
A failure of our information technology (IT) and data security infrastructure could adversely impact our business, operations, and reputation.
Security breaches could not only diminish the quality of services that we provide but also result in a violation of our security obligations to our clients and users that are designed to protect the data that we collect, store and transmit for them. Cyber-attacks could include denial-of-service attacks impacting service availability and reliability, the exploitation of software vulnerabilities in internet-facing applications, the theft or loss of digital wallet keys resulting in the loss of the value of cryptocurrency holdings, social engineering of system administrators (tricking company employees into releasing control of their systems to a hacker), or the introduction of computer viruses or malware into our systems with a view to misappropriate confidential or proprietary data. In addition, we may be vulnerable to unintentional errors as well as malicious actions by persons with authorized access to our systems. The steps that we take to increase the reliability, integrity and security of our systems may be expensive and may not prevent system failures or unintended vulnerabilities resulting from the increasing number of persons with access to our systems, complex interactions within technology platforms and the increasing number of connections with the technology of clients and third-party partners.
We continually face cyber risks and threats that seek to damage, disrupt or gain access to our networks and our gaming platform, supporting infrastructure, intellectual property and other assets. In addition, we rely on technological infrastructure, including third party cloud hosting and broadband, provided by third party business partners to support the in-person and online functionality of our gaming platform. These business partners are also subject to cyber risks and threats. Such cyber risks and threats may be difficult to detect. Both our partners and we have implemented certain systems and processes to guard against cyber risks and to help protect our data and systems. The techniques that may be used to obtain unauthorized access or disable, degrade, exploit or sabotage our networks and gaming platform change frequently and often are not detected. Our systems and processes, and the systems and processes of our third-party business partners, however, may not be adequate. Any failure to prevent or mitigate security breaches or cyber risks, or respond adequately to a security breach or cyber risk, could result in interruptions to our gaming platform, degrade the gamer experience, cause gamers and creators to lose confidence in our gaming platform and cease utilizing it, as well as significant legal and financial exposure. This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.
Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increase. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks and systems; unauthorized access to and misappropriation of user information, including users’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware or other malware being served from our sites, networks or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations and media inquiries and coverage; engagement of third-party experts and consultants; and litigation, regulatory action and other potential liabilities. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.
In addition, any party who is able to illicitly obtain a user’s password or account recovery phrase/keys could access the user’s transaction data, cryptocurrency holdings, or personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network and information systems security and other laws and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our acquisitions and investments could expose us to additional risks.
We may make acquisitions or investments in complementary companies, professional sports clubs, services and technologies that we believe fit within our business model. Such acquisitions, including recent acquisitions by HOD, could require significant management attention, disrupt business, dilute stockholder value and adversely affect our operating results.
We may not be able to acquire and integrate other companies, services or technologies in a successful manner. We may also not be able to find suitable acquisition candidates or, if we do find appropriate acquisition targets, we may not be able to complete such acquisitions on favorable terms or at all. In addition, the pursuit of potential acquisitions may divert the attention of management and cause us to incur additional expenses in identifying, investigating and pursuing suitable acquisitions, regardless of whether they are consummated. If we do not complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, including increases in revenue and in the pursuit of tokenizing real-world assets, and any acquisitions we complete could be viewed negatively by investors and industry analysts. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition or the value of the Common Stock.
Each of HOD’s current investments are in companies or professional sports clubs that are privately held and for which no current market exists, nor is there current liquidity into such investments. As such, the amount of information that is available and provided on an ongoing basis may be limited. If we were looking to sell such investments or a portion thereof, there may not be buyers readily available nor ones that are willing to take on the risks of holding such assets.
As it relates to professional sports club investments, we have limited experience and expertise in operating or managing such assets. While each of these sport club investments have their own management teams to operate their clubs and related activities, investor input and oversight will be necessary from us. If we cannot manage these investments adequately or make prudent decisions, or we are unable to leverage the branding and trademarks from Doge and the Dogecoin community, the value of these assets may be impaired or adversely impacted.
Additional capital that we may require may not be available or may be available only on onerous terms, either of which could negatively impact our growth and business.
We may require additional capital to support our growth and such capital might not be available on favorable or acceptable terms, if at all. The unavailability of capital could hamper our growth and adversely affect our business.
We expect to rely on both cash flows from operations and capital raises to meet our capital needs. We cannot provide any assurance that our business will generate sufficient cash flows from operations to enable us to fund our liquidity needs. We will require equity and/or debt financing in the future to support our ongoing operations, to undertake capital expenditures, and to complete acquisitions or other investment transactions. Third-party financing may not be available on terms favorable to us, and we may not manage costs and working capital successfully. Our inability to raise additional capital as needed could impede our growth and could adversely affect our business, financial condition and financial performance.
Our business may be materially and adversely affected by significant developments stemming from political events and changes.
Changes in U.S. and international social, political, regulatory and economic conditions, or in laws and policies governing cryptocurrency and digital assets, foreign trade, technology, financial services and investments that affect the jurisdictions where we operate could adversely affect our business.
In addition, our business could be negatively affected by trade or other regulatory barriers in the United States, Canada, or other countries reacting to trade policies adopted by one or more other countries. The uncertainty posed by the current period of political and trade volatility may result in various negative effects on our business, many of which may not be currently foreseeable. These possible negative effects may adversely affect our operating results, financial condition and growth prospects.
Our insurance coverage may not be adequate to cover all potential risks associated with our operations.
Insurance may not cover all risks to which we will be exposed. While we believe that our current insurance will address material risks to which we are exposed and that our insurance coverage is adequate and customary given our current operations, such insurance is and will be subject to coverage limits and exclusions. Our insurance will not cover all the potential risks associated with our operations. Moreover, insurance against certain risks encountered in our operations may not be generally available or on acceptable terms, if at all, especially given our operation in the cryptocurrency industry.
Our officers and directors may have conflicts of interest that could negatively impact our business.
Our directors and officers may be involved in businesses similar to ours and may have conflicts of interest with us. Certain of our directors and officers currently hold, or may in the future hold, interests in other companies involved in the same or similar businesses to ours or may be directors or officers of other related companies, clients, or partners, including Marco Margiotta, House of Doge’s Chief Executive Officer, serving as a director on several of the professional sports clubs or companies we have invested in, and Timothy Stebbing, House of Doge’s Chief Technology Officer, as a director of CleanCore and the Dogecoin Foundation. As a result, conflicts of interest may arise between these directors and officers in certain circumstances that could be adverse to us and, whether the conflict of interest is real or perceived, put our reputation at risk.
If our compliance and risk management program is not effective, it could result in events that could have a material adverse effect on our reputation, financial condition and operating results.
Our compliance and risk management programs may not be effective and may result in outcomes that could materially and adversely affect our reputation, financial condition and operating results, among other things.
We anticipate that through contract or by operation of law, we will be subject to anti-money laundering laws, know your customer/know your business laws, travel rules, payment network rules, money transmitter or money service business laws, sanctions, foreign corruption/practices and other related legislation. Our ability to comply with applicable laws and regulations will be largely dependent on our establishment and maintenance of compliance, review and reporting systems, as well as our ability to attract and retain qualified compliance and other risk management personnel. If we enter into new markets, or become involved in certain payment services with our partners, we may become subject to laws and regulations that differ from those of our then-current markets or verticals and that may conflict with other laws and regulations to which we are subject. We cannot provide any assurance that our compliance policies and procedures will be effective or that we will always be successful in monitoring or evaluating applicable risks. In the case of alleged non-compliance with applicable laws or regulations, we could be subject to investigations and legal or regulatory proceedings that may result in substantial penalties or claims against us. Any such claims may materially and adversely affect our reputation, financial condition and the value of any investment in the Company.
Operational risks, such as misconduct and errors of employees, contractors or entities with which we do business, may be difficult to detect and deter and could cause us material reputational and financial harm.
Our employees and agents could engage in misconduct, which may include conducting and concealing unauthorized activities or improperly using or disclosing confidential information. It may not be possible to deter misconduct by employees or others, and the precautions that we take to prevent and detect these activities may not be effective in all cases. Any unauthorized actions by our employees or agents could lead to regulatory or criminal proceedings, which, in each case, could have a material and adverse effect on the Company. Furthermore, our employees could make errors recording or executing transactions, which may result in additional material costs to us.
Our collection of personal information could expose us to regulatory and other risks, and changes in applicable laws and regulations addressing the collection of such information could result in additional costs.
Measures that we take to protect personal information that we obtain or collect may be inadequate and there is a risk of a data breach or the loss or theft of such personal information.
Legislation and regulation of digital businesses, including privacy and data protection regimes, could create unexpected additional costs, subject us to enforcement actions for compliance failures, or cause us to change our technology solution or business model, which may have an adverse effect on the demand for our platform or services, such as through the mobile payments application, Such.
Many local, provincial/state, national, and international laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, and other processing of data collected from and about consumers and devices, and the regulatory framework for privacy issues is evolving worldwide. Various U.S., Canadian, Australian, Mexican and foreign governments, consumer agencies, self-regulatory bodies, and public advocacy groups have called for new regulation directed at the collection and retention of personal information, and one can expect to see an increase in legislation and regulation related to the collection and use of such data. Such legislation or regulation could materially and adversely affect the costs of doing business.
While we take measures to protect the security of information that we collect, use and disclose in the operation of our business, if we experience a data breach, we may face claims by users whose personal information is disclosed without authorization, which claims may have a material adverse effect on our business and financial condition. The Company may also be subject to various regulatory proceedings, enforcement and additional oversight as a result of any loss or disclosure of personal information.
We may be subject to litigation and similar proceedings that adversely affect our business.
We may be subject to various litigation and other proceedings. All industries, including the cryptocurrency, payment technology and financial services industries, are subject to legal claims, with and without merit. We may become party to litigation in the ordinary course of business, which could adversely affect our business. Should any litigation in which we become involved be determined against us, such a decision could adversely affect our ability to continue operating and the market price for the Common Stock, and could require us to spend significant financial and other corporate resources to address. Even if we are successful in litigation, litigation can significantly redirect our resources. Litigation may also negatively affect our reputation.
We may be unable to integrate successfully the businesses of Brag House and HOD and realize the anticipated benefits of the Merger.
The Merger involved the combination of two companies that, before the Effective Date, operated as independent companies. We are be required to devote significant management attention and resources to integrating the business practices and operations of HOD and Brag House. We may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer or is more costly than expected. Potential difficulties that we may encounter in the integration process include the following:
In addition, before the Effective Time each of Brag House and HOD operated independently. It is possible that the integration process could result in the diversion of the Company’s management’s attention, the disruption or interruption of, or the loss of momentum in, the company’s ongoing businesses or inconsistencies in standards, controls, procedures, and policies, any of which could adversely affect the Company’s ability to maintain its business relationships or the ability to achieve the anticipated benefits of the Merger, or could otherwise adversely affect our business and financial results. If we are unable to successfully integrate the businesses of Brag House and HOD, we may not realize the anticipated benefits of the Merger, such as revenue synergies and operational efficiencies. Further, the significant changes in management pursuant to the Merger could present challenges to operational continuity.
Unfavorable global economic conditions could adversely affect our business, financial condition, results of operations or cash flows.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including our ability to raise additional capital when needed on acceptable terms or at all. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.
Risks Related to Digital Asset Custody and Operations
The loss, theft, or destruction of private keys required to access our digital assets, or the failure of our custodial arrangements, could result in the irreversible loss of our digital asset holdings.
Digital assets, including any Dogecoin or other cryptocurrency we may hold from time to time, are typically controlled by the holder of the unique private key for the digital wallet in which such assets are held. While public addresses are published in blockchain transactions, private keys are required to access, retrieve, or transfer the digital assets in a given wallet. If any private keys are lost, stolen, destroyed, or otherwise compromised, and if backup keys are not available, the holder will be unable to access the digital assets in the affected wallet, and such loss would generally be irreversible. We rely on third-party custodians and digital wallet infrastructure to safeguard our digital asset holdings. These custodial arrangements are subject to risks including cybersecurity breaches, hacking, operational errors, and failures of security protocols. Blockchain technologies that hold digital assets, such as wallets and smart contracts, can be hacked or otherwise subject to security breaches and malicious activities, which may result in the unauthorized transfer or misappropriation of digital assets. There is no assurance that our custodial arrangements, or the security measures employed by our custodians, will be adequate to prevent such losses. Any loss of digital assets due to custodial failures, private key compromises, or cybersecurity incidents could materially and adversely affect our business, financial condition, and results of operations.
If we engage in staking or validator operations, we may be subject to slashing penalties, technological failures, and other risks that could result in the loss of staked digital assets.
Management's Discussion & Analysis (MD&A)
New heading “Key Performance Indicators”
New heading “Reverse Stock Split”
New heading “Amendment to Yorkville Convertible Promissory Note”
New heading “Completion of the Merger”
New heading “Name Change and Trading Symbol”
New heading “Director Resignation”
New heading “Short-Term Note”
New heading “Change in Independent Registered Public Accounting Firm”
New heading “Investment and Other Fair Value Measurements”
Removed heading “Resignation of Chief Financial Officer and Appointment of Acting Chief Financial Officer”
Removed heading “Nasdaq Deficiency - Minimum Bid Requirement”
Removed heading “The Merger Agreement and Shareholder Approval”
Removed heading “Incentive Awards”
Removed heading “Internal Control Over Financial Reporting”
Removed heading “Recent Accounting Pronouncements”
Removed heading “Going Concern and Management’s Liquidity Plans”
Largest changes
“Going Concern and Management’s Liquidity Plans”see in full comparison
“If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal control over financial reporting in the future, such failure could result in loss of investors’ confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our Common Stock. …”see in full comparison
“As defined in the standards established by the Public Company Accounting Oversight Board, or the PCAOB, of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.”see in full comparison
“Prior to our IPO, we had been a private company with limited accounting and financial reporting personnel and other resources to address our internal control and procedures. In connection with the review of our consolidated financial statements as of March 31, 2026, we have identified control deficiencies in our financial reporting process that constitute material weaknesses in our internal control over financial reporting. …”see in full comparison
“The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $32,071,116 and $30,538,211, respectively. For the three months ended March 31, 2026 and 2025 the Company had a net loss of $1,532,905 and $1,067,673, respectively, and negative cash flows from operations of $842,434 and $1,767,013, respectively. …”see in full comparison
“The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At June 30, 2026 and March 31, 2026, the Company had an accumulated deficit of $39.8 million and $43.4 million, respectively. For the three months ended June 30, 2026, the Company recognized net income of $3.998 million, compared with a net loss of $12.1 million for the three months ended June 30, 2025. …”see in full comparison
Full comparison: every changed paragraph (137)
The following management’s discussion
and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods
indicated. The discussion should be read in conjunction with our condensed unaudited interim financial statements and the notes presented herein
included in this Form 10-Q and the audited financial statements and the other information set forth in the 2025 Form 10-K.10-Q. When used,
the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,”
“expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,”
“should,” etc.), or similar expressions, identify certain of these forward-looking statements. In addition to historical
information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking
statements that involve risks and uncertainties including, but not limited to, those set forth below under “Risk Factors”
and elsewhere herein, and those identified under Part I, Item 1A of our 2025 Form 10-K.herein. Our actual results could differ significantly
from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports
filed and to be filed with the Securities and Exchange Commission.
House of Doge is committed to advancing the utility and adoption of Dogecoin by investing in the necessary infrastructure to integrate it into everyday commerce and through strategic cultural partnerships.
The Company is in the process of developing secure, scalable and efficient systems designed for real-world applications. These systems encompass digital payments, various financial products and real-world asset tokenization. It also provides consulting, educational resources and operational support to businesses seeking to incorporate Dogecoin into their operations.
Key Performance Indicators
The key performance indicators for House of Doge are revenue growth, operating income and net income.
The Company measures its success by revenue growth. Revenue growth will be dependent on the Company’s ability to drive utility and institutional acceptance of Dogecoin.
The Company uses operating income to measure the profitability of its core business operations. Operating income helps to evaluate the Company’s ability to cover operational expenses, make decisions on new opportunities and track progress on its strategic goals. This metric provides insights into efficiency and profitability, informing management on crucial business decisions.
Management believes that net income is also an important measure for determining the value created for shareholders and measure of how effectively the Company’s business is running.
Brag House is a mission-driven organization that
utilizes a diversified business strategy to operate a media-tech platform designed for casual college gamers to drive community-driven
gaming experiences anchored in the college sports culture, while creating authentic pathways for brands to connect with our Gen Z audience.
We view our platform as a media-tech engine intended to revolutionize advertising for the Gen Z demographic. According to PricewaterhouseCoopers
(“PwC”), digital formats are expected to account for 80% of overall global advertising revenue in 2029 (up from 72% in 2024),
with new technologies including AI and hyper-personalization expected to drive this growth. We believe Brag House is positioned to capture
this demand by utilizing data insights to offer brands high-value, personalized access to our community.
Brag House is a Delaware corporation formed in
December 2021. Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer, Lavell Juan Malloy,
II, and our Chief Operating Officer, Daniel Leibovich, recognized a need in the gaming industry for a gaming platform focused specifically
on the casual college gamer, and formed our indirect wholly-owned subsidiary, Brag House, Inc. At that time, our co-founders believed
that a significant amount of industry resources were focused predominantly on competitive and professional gamers, much to the detriment
of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained our focus on the casual
college gaming segment and believe we are developing a first-of-its-kind digital platform for casual college gamers to compete, support
their team, banter in a safe environment and win prizes. Our vertically integrated approach combines gamer recruitment, facilitation
of community engagement and content creation, live-stream production and tournament host activities.
We believe that we are creating a new sports
entertainment medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations
and tournaments tied to college rivalries with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens
reward system, and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe
we are strongly positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since
we launched through May 1, 2026, reaching nearly 1,400,000 video views of our Brag House Content on video platforms including X (formerly
known as Twitter), TikTok, Meta, Twitch and YouTube. From inception through May 1, 2026, the Company’s video views increased by
131% year-over-year. We have also generated nearly 9.0 million impressions and video views since inception through May 1, 2026. From
2020 through 2025, the Company’s impressions increased by 46% year-over-year. The Company expects that its video views and impressions
will continue to grow in 2026, potentially at a rate comparable to or exceeding prior years; however, actual results could differ materially
from these expectations. Additionally, since 2022, Brag House spectators who viewed live streams remained on the platform for 19 minutes
per live stream across over 300,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes.
We believe that our digital properties, including our website, provide an authentic and differentiated channel for advertisers to access
the Gen Z demographic at scale. We believe that this differentiation stems from our platform’s design as a media-tech engine built
for active engagement, not just passive consumption. Furthermore, we believe that live, in-person activations are a critical source of
connection that augments our core digital experience. These live events, such as on-campus tournaments and activations tied to major
college rivalries, allow us to bring our digital community together physically. We believe that this “digital-plus-physical”
dynamic, coupled with our personalized experiential framework, offers an authentic and differentiated channel for advertisers, making
the otherwise elusive Gen Z and Millennial demographic accessible at scale through multiple touchpoints.
We are focused on creating an organic and inclusive
community that facilitates personalized experiences. We believe that our experiential framework offers a more authentic and differentiated
channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves
and our partners. We do this by offering brand sponsors and advertisers an exclusive marketing channel to reach Gen Z and Millennial
gamers and creators, while offering players ways to access exclusive tournaments and programming.
In May 2025, we launched the first activation
under our strategic partnership with Learfield Communications, LLC (“Learfield”). This activation was for students and alumni
of the University of Florida, one of Learfield’s media rights properties.
In July 2025, we executed the second activation
under our strategic partnership with Learfield, expanding on the success of our initial May 2025 event. This activation was conducted
virtually and designed to engage students and alumni through a digital tournament centered around EA College Football 26, following the
game’s national release. The event incorporated university-branded content and featured participation from student-athletes, further
aligning with our Name, Image, and Likeness (NIL) engagement strategy.
We believe these activations demonstrated our
ability to scale digital experiences across collegiate communities on our platform at the intersection of gaming and college sports,
as well as through universities’ assets with pricing and value delivery defined through a structured commercial model, all of which
reinforces our commercial model for integrating sponsorship, branded content and messaging, and fan engagement.
We further believe that this partnership positions
us to scale across Learfield’s college network of nearly 200 universities and gain access to their media rights and assets that
will enable both physical and digital activations and drive sponsorship revenue and brand engagement opportunities, while giving us access
to extensive datasets across diverse college campuses as we evolve into a scalable data insights revenue model tailored to college-aged
Gen Z gamers.
Additionally, we are advancing a data monetization
strategy. The goal is to develop a proprietary machine learning-based software-as-a-service (“SaaS”) platform designed to
offer anonymized predictive data insights into Gen Z behavior for brand clients to create enhanced, personalized and effective marketing
campaigns, which will validate our marketing and data strategy for reaching college-aged Gen Z gamers. We began development of this platform
in March 2025 and expect to have a beta version ready by the third quarter of 2026.
The Company was formed as a Delaware corporation in December 2021. In connection with completion of the Merger on June 30, 2026, the Company was renamed “House of Doge Inc.”.
House of Doge (U.S.) Inc., formerly House of Doge Inc., is the surviving wholly-owned subsidiary following the merger with Merger Sub, that was completed in connection with the Merger. It is a Texas corporation that was incorporated on January 13, 2025 and one of the primary entities through which the Company’s operations are conducted.
We were formed as a Delaware corporation in December 2021.
BragDogecoin House,Ventures, Inc.Inc., (“BHI”),a the Company’s
wholly owned indirect subsidiary andof the Company is the entity through which ourmost operationsof its investments are primarilymade conducted,through. It is a Texas corporation that was formedincorporated ason aApril Delaware17, corporation
in February 2018.2025.
House of Doge Canada Inc., a wholly owned indirect subsidiary of the Company is the entity which employs certain of the Canadian employees of the Company. It is an Ontario corporation that was incorporated on August 15, 2025.
The Official Dogecoin Treasury and Reserve Inc. a wholly owned indirect subsidiary of the Company doesn’t currently carry on operations. It is a Texas corporation that was incorporated on January 13, 2025 as Doge Miner Inc. On March 14, 2025 its name was changed to The Official Dogecoin Reserve Inc. On July 30, 2025, its name was changed once more to The Official Dogecoin Treasury and Reserve Inc.
Brag House, Inc. (“BHI”), the Company’s wholly owned indirect subsidiary and the entity through which Brag House operations are primarily conducted, was formed as a Delaware corporation in February 2018.
Our principal executive offices are located at
45 Park261 NE 61st Street, Montclair,Miami, NJFL 0704233137 and our telephone number is 413-398-2845.214-216-8608. Our website address is www.braghouse.com.www.houseofdoge.com. The investor
relations portion of our website is available at corp.braghouse.com.https://www.houseofdoge.com/investors. The references to our website addresses do not constitute
incorporation by reference of the information contained at or available through our websites, and you should not consider it to be a
part of this Quarterly Report. We have included our website addresses in this Quarterly Report solely as inactive textual references.
Reverse Stock Split
On May 29, 2026, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effect a 1-for-8 reverse stock split of the Company’s common stock, effective as of 5:00 a.m. Eastern Time on June 1, 2026. The common stock began trading on a post-split basis on the Nasdaq Capital Market at the open of trading on June 1, 2026. The reverse stock split was previously approved by stockholders at the Special Meeting held on April 7, 2026, which authorized the Board of Directors to determine the split ratio within a range of 1-for-5 to 1-for-50. As a result of the reverse stock split, every 8 shares of issued and outstanding common stock were automatically combined into one share, without any change in the number of authorized shares or par value. No fractional shares were issued; stockholders entitled to receive a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to outstanding equity awards and convertible securities. The new CUSIP number for the Company’s common stock following the reverse stock split is 104813308. A copy of the Certificate of Amendment was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 4, 2026 and is incorporated by reference herein.
Amendment to Yorkville Convertible Promissory Note
On June 1, 2026, the Company and YA II PN, Ltd. (“Yorkville”) entered into Amendment No. 2 to Convertible Promissory Note, which amended the Promissory Note dated December 4, 2025, as previously amended. Pursuant to the amendment, the parties agreed to extend the maturity date of the Promissory Note from June 1, 2026 to July 31, 2026. As a condition to the effectiveness of the amendment, the Company agreed to (i) pay Yorkville $100,000 as consideration for the extension, (ii) pay Yorkville $200,000 toward the outstanding balance, and (iii) deposit 9,000,000 shares in CleanCore Solutions held by Dogecoin Ventures, Inc. with Revere Securities LLC, with instructions to direct any consideration received from sales or trades of such shares to Yorkville as payment under the Promissory Note. A copy of the amendment was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 4, 2026 and is incorporated by reference herein.
Completion of the Merger
On June 30, 2026, the Company completed its previously announced merger pursuant to the Merger Agreement dated October 12, 2025, as amended, by and among the Company, Brag House Merger Sub, Inc. and House of Doge Inc., a Texas corporation (“HOD”). HOD merged with and into Merger Sub, with HOD surviving as a wholly owned subsidiary of the Company.
Since the Merger closed on the last day of the quarter, Brag House contributed no material post-acquisition revenue or net income or loss to the Company’s results for the three months ended June 30, 2026.
In connection with the Merger, the Company’s Board of Directors was reconstituted, with Lavell Juan Malloy II, Daniel Leibovich, DeLu Jackson, Scott Woller and Kevin Foster resigning as directors. Michael Galloro, Sarosh Mistry, Timothy Stebbing, Doug Wall, Stephen Ilott and Duncan Moir appointed as new directors. Marco Margiotta was appointed Chief Executive Officer and Charles Park was appointed Chief Financial Officer.
At closing, former HOD common shareholders and vested HOD RSU holders received 70,363,704 of the 75,902,985 shares of Common Stock then outstanding, or approximately 92.7%, in addition to 2.051823 shares of Series C Convertible Preferred Stock.
Name Change and Trading Symbol
On June 30, 2026, in connection with the closing of the Merger, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware, changing the Company’s name from Brag House Holdings, Inc. to House of Doge Inc. The Common Stock began trading on the Nasdaq Stock Market under the new ticker symbol “HODO” as of July 1, 2026. A copy of the Certificate of Amendment was filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed July 7, 2026 and is incorporated by reference herein.
Director Resignation
On July 19, 2026, Stephen Ilott provided written notice of his resignation from the Board of Directors, effective immediately, due to personal reasons. At the time of his resignation, Mr. Ilott served as a member of the Audit Committee. Following Mr. Ilott’s resignation, the Company continues to satisfy the applicable independence requirements of the Nasdaq Stock Market and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Short-Term Note
On July 28, 2026, Dogecoin Ventures, Inc., a wholly owned subsidiary of the Company, issued an unsecured subordinated short-term note with principal of $1,400,000. The note bore interest at 10.714% per annum and was scheduled to mature on July 27, 2027. On August 3, 2026, after the Company fully repaid the Yorkville senior convertible promissory note, Dogecoin Ventures settled the $1,400,000 principal through the transfer of 2,227,300 shares of CleanCore Solutions, Inc. common stock and paid $150,000 on August 12, 2026 to settle fees.
Subsequent to June 30, 2026, the Company also fully repaid $1,587,500 of principal under the Yorkville senior convertible promissory note and the approximately $0.7 million Revere Securities margin loan.
Change in Independent Registered Public Accounting Firm
On July 23, 2026, the Audit Committee of the Board of Directors recommended, and the Board approved, the dismissal of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm. CBIZ’s audit report on the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except for an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. There were no disagreements with CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
On July 23, 2026, the Board of Directors approved the engagement of Davidson & Company LLP (“Davidson”) as the Company’s independent registered public accounting firm. During the Company’s two most recent fiscal years and the subsequent interim period through the date of Davidson’s engagement, neither the Company nor anyone acting on its behalf consulted with Davidson regarding the application of accounting principles, audit opinions, or any matter that was the subject of a disagreement or reportable event.
Resignation of Chief Financial Officer and
Appointment of Acting Chief Financial Officer
Effective February 5, 2026, Chetan Jindal resigned
from his position as Chief Financial Officer of the Company. The Company agreed to payments totaling $75,000 in accordance with the separation
agreement. In connection with Mr. Jindal’s resignation, the Company entered into a Settlement and Release Agreement, dated March
13, 2026, with Mr. Jindal (the “Settlement Agreement”), a copy of which is attached as Exhibit 10.1 to this Quarterly Report
on Form 10-Q. Under the Settlement Agreement, the parties exchanged mutual releases of all claims arising out of or relating to Mr. Jindal’s
employment and the termination thereof, and the Company agreed to pay Mr. Jindal $75,000 in total consideration, payable in installments
over a 90-day period following the effective date of the agreement, subject to acceleration upon receipt by the Company of certain financing
proceeds. As of March 31, 2026, the Company made payments totaling $12,500 towards the balance of $75,000 and $62,500 remained outstanding.
Effective February 5, 2026, the Brag House Board
appointed Rene Rodriguez as the Company’s Acting Chief Financial Officer. Mr. Rodriguez, age 42, has served as the Company’s
Controller since March 1, 2025, and prior to that as an independent contractor providing finance and accounting services to the Company
from June 1, 2022 until February 28, 2025.
Nasdaq Deficiency - Minimum Bid Requirement
On January 6, 2026, the Company received a deficiency
letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, based upon the closing bid price of the Company’s Common Stock for the last 30 consecutive business days, the
Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on
The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Notice has no immediate effect on the continued
listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 6, 2026, to regain compliance
with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share
for a minimum of ten consecutive business days prior to July 6, 2026.
If the Company is not in compliance with the Minimum
Bid Requirement by July 6, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional
compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.
The Company intends to actively monitor the closing
bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there
can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure
a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does
not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that
the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
As of the date of this Quarterly Report, the deficiency
has not been cured.
The Merger Agreement and Shareholder Approval
On October 12, 2025, the Company entered into the Merger Agreement,
by and among the Company, Merger Sub and House of Doge. Upon the terms and subject to the conditions set forth in the Merger Agreement,
among other things, Merger Sub will merge with and into House of Doge, resulting in House of Doge as the surviving corporation of the
Merger and a direct, wholly owned subsidiary of the Company. In connection with the consummation of the Merger, the Company will be renamed
“House of Doge Inc.” The Merger Agreement provides that the Company’s current officers will continue their function
as senior management personnel of the Company in roles, functions and other management capacities with respect to the Brag House Legacy
Business, which House of Doge agreed will operate or continue to operate as a division or out of a subsidiary of House of Doge after the
Closing. We expect, however, that the Brag House Legacy Business will continue to operate out of the Company’s existing Brag House,
Inc. subsidiary, and that the Company’s current Chief Executive Officer, Lavell Juan Malloy, II, will continue to serve as Chief
Executive Officer of such subsidiary.
In exchange for the House of Doge Common Stock
and restricted stock units, the Company will issue shares of the Brag House Common Stock and a new class of preferred stock (that will
be convertible into shares of common stock) and restricted stock units constituting an aggregate of approximately 663,250,176 shares
of its common stock, on a fully diluted basis, to holders of House of Doge’s shares of common stock and restricted stock units,
provided that any shares of 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 will also be exchanged in the Merger and,
therefore, cause the number of shares of common stock that the Company 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, the Company’s Chief Executive Officer, and certain
other individuals or representatives of the Company to be identified by the Company prior to the Closing. Upon consummation of the Merger,
House of Doge will become the majority shareholder of the Company. Following the Merger, the Company’s common stock shall continue
to be listed on Nasdaq. The Merger is subject to customary closing conditions, including regulatory approvals, filing of required registration
statements, shareholder consent, and completion of due diligence.
On November 26, 2025, the Company entered into
amendment No. 1 to the Merger Agreement. On February 2, 2026, the Company entered into amendment No. 2 to the Merger Agreement and on
March 26, 2026, the Company entered into amendment No. 3 to modify certain provisions of the Merger Agreement, including the extension
of the termination date of the agreement to May 29, 2026. On May 11, 2026, the Company entered into amendment No. 4 to extend the termination
of the agreement to June 30, 2026.
As of the date of this Quarterly Report, the
Merger had not yet closed. The Company expects the Merger to be finalized by June 30, 2026, pending satisfaction of all closing conditions.
On April 7, 2026, the Company held its special
meeting of stockholders to vote on the Merger Agreement and related matters and a quorum for the transaction of business was present in
person virtually or represented by proxy. The Company’s stockholders voted on various proposals, which are described in more detail
in the Registration Statement on Form S-4 filed jointly by the Company and House of Doge (as amended from time to time, the “Registration
Statement”) containing a proxy statement/prospectus, which Registration Statement was declared effective by the Securities and Exchange
Commission on February 5, 2026.
HODO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HODO (13F)
None of the 59 investors we track reported a position in their latest 13F.