8-K
filed December 10, 2025, 6:59 PM ET
ticker TBH
CIK 0001903595
debt
confidence high
sentiment neutral
materiality 0.75
Brag House Holdings, Inc. (TBH): debt financing — Brag House secures up to $100M equity line and $11M convertible note from institutional investor
Brag House Holdings, Inc.
- Company can sell up to $100M of common stock at 97% of VWAP over 36 months; $1M commitment fee payable from 10% of proceeds.
- Issued convertible note with up to $11M principal; first $3.85M advance closed at 90% of par, net $3.465M delivered to House of Doge.
- Conversion price set at 95% of lowest daily VWAP over 5 preceding days; beneficial ownership capped at 4.99% (may increase to 9.99%).
- HOD note amended: principal raised from $8M to $10M; Company's lien subordinated to investor's lien.
- Nasdaq cap of 3,957,838 shares (19.99% of pre-deal outstanding) applies unless stockholder approval obtained.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
Brag House Holdings, Inc. incurred convertible notes of up to $11,000,000 with an institutional investor.
- Instrument
- convertible notes
- Principal
- up to $11,000,000
- Counterparty
- an institutional investor
- Event
- incurrence
Exact text from the filing
Agreement, Company and HOD, jointly and severally, authorized the issuance of a convertible promissory note to the Investor, in the aggregate original principal amount of up to $11,000,000 (the “ Convertible Note ”), pursuant to which the Investor agreed to advance the aggregate principal amount to the Company in two advances (each an “ Advance ”); in respect of
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Brag House Holdings, Inc. issued convertible note to institutional investor for aggregate original principal amount of up to $11,000,000.
- Security
- convertible note
- Purchaser
- institutional investor
- Consideration
- aggregate original principal amount of up to $11,000,000
Exact text from the filing
Company and HOD, jointly and severally, authorized the issuance of a convertible promissory note to the Investor, in the aggregate original principal amount of up to $11,000,000 (the “ Convertible Note ”)
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Brag House Holdings, Inc. issued up to the lesser of (a) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock (the "Equity Line Securities") and ( of common stock to institutional investor for 97% of the volume weighted average price of the Securities (the "VWAP").
- Security
- common stock
- Shares
- up to the lesser of (a) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock (the "Equity Line Securities") and (
- Purchaser
- institutional investor
- Consideration
- 97% of the volume weighted average price of the Securities (the "VWAP")
Exact text from the filing
price that the Investor is required to pay for the Equity Line Securities in a Purchase effected by the Company pursuant to the Purchase Agreement, if any, will be equal to 97% of the volume weighted average price of the Securities (the “ VWAP ”), calculated in accordance with the Purchase Agreement, during the applicable Purchase Date (the “
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Brag House Holdings, Inc. entered into Convertible Note with an institutional investor valued at up to $11,000,000 (effective 2025-12-04).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- an institutional investor
- Value
- up to $11,000,000
- Effective
- 2025-12-04
Exact text from the filing
Concurrently with the Purchase Agreement, Company and HOD, jointly and severally, authorized the issuance of a convertible promissory note to the Investor, in the aggregate original principal amount of up to $11,000,000 (the “ Convertible Note ”), pursuant to which the Investor agreed to advance the aggregate principal amount to the Company in two advances
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Brag House Holdings, Inc. entered into Purchase Agreement with House of Doge Inc. and an institutional investor valued at $100,000,000 in aggregate gross purchase price (effective 2025-12-04).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- House of Doge Inc. and an institutional investor
- Value
- $100,000,000 in aggregate gross purchase price
- Effective
- 2025-12-04
Exact text from the filing
On December 4, 2025, Brag House Holdings, Inc. (the “ Company ”) entered into an agreement (the “ Purchase Agreement ”) by and among the Company, House of Doge Inc., (“ HOD ”), and an institutional investor (the “ Investor ”).
View on SEC.gov
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