--- 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" generated_at: "2026-05-16T13:41:08.130932+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Brag House secures up to $100M equity line and $11M convertible note from institutional investor ## Summary - 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. ## SEC filing metadata - 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 - event_type: debt - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-120192 - JSON: https://secwatch.observer/filing/0001213900-25-120192.json - Plain text: https://secwatch.observer/filing/0001213900-25-120192.txt ## Key facts - Debt Financings 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm - Equity Issuances 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm - Equity Issuances 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") source text: 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_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390025120192/0001213900-25-120192-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.