{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-120192","form_type":"8-K","ticker":"TBH","cik":"0001903595","company_name":"Brag House Holdings, Inc.","filed_at":"2025-12-10T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.036984+00:00","generated_at":"2026-05-16T13:41:08.130932+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Brag House secures up to $100M equity line and $11M convertible note from institutional investor","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-120192","json":"https://secwatch.observer/filing/0001213900-25-120192.json","markdown":"https://secwatch.observer/filing/0001213900-25-120192.md","text":"https://secwatch.observer/filing/0001213900-25-120192.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/ea0269070-8k_brag.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:41:08.130932+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"87f0eb8b93caba0210ae76160a704db9811751e0","claim":"Brag House Holdings, Inc. incurred convertible notes of up to $11,000,000 with an institutional investor.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"up to $11,000,000"},{"label":"Counterparty","value":"an institutional investor"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"9a8bf9e82ed6d87e828c587a05072fac912e0c59","claim":"Brag House Holdings, Inc. issued convertible note to institutional investor for aggregate original principal amount of up to $11,000,000.","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Purchaser","value":"institutional investor"},{"label":"Consideration","value":"aggregate original principal amount of up to $11,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"d36a00d8f0d5e0f073075082609b17cae7df13f0","claim":"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\").","evidence_excerpt":"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 “","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"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 ("},{"label":"Purchaser","value":"institutional investor"},{"label":"Consideration","value":"97% of the volume weighted average price of the Securities (the \"VWAP\")"}],"fact_type":"equity_issuance"},{"claim_id":"2276b4b8d590979d10494e0c603a66af0adcfbef","claim":"Brag House Holdings, Inc. entered into Convertible Note with an institutional investor valued at up to $11,000,000 (effective 2025-12-04).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"an institutional investor"},{"label":"Value","value":"up to $11,000,000"},{"label":"Effective","value":"2025-12-04"}],"fact_type":"material_agreement"},{"claim_id":"929ff05008ac829049f892cf4bf9b16fc0b24011","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"House of Doge Inc. and an institutional investor"},{"label":"Value","value":"$100,000,000 in aggregate gross purchase price"},{"label":"Effective","value":"2025-12-04"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}