Brag House Holdings, Inc. (TBH): debt financing — Brag House issues $2.5M convertible notes at 25% OID; proceeds for House of Doge merger

Brag House Holdings, Inc.

Issued $2.5M aggregate principal Senior Secured Convertible Notes; net proceeds $1.875M after 25% OID.
Notes bear 12% interest, mature Feb 4, 2027; convertible at $0.7101/share; 3M Commitment Shares issued.
Proceeds deposited with House of Doge for anticipated merger (HOD Merger).
Notes secured by second-priority lien on substantially all assets, subordinated to Yorkville debt.
Company to file resale registration statement by June 30, 2026 covering underlying shares.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Brag House Holdings, Inc. incurred convertible notes of $2,500,000 with institutional investors at 12.0% per annum maturing February 4, 2027.

Instrument: convertible notes
Principal: $2,500,000
Counterparty: institutional investors
Rate: 12.0% per annum
Maturity: February 4, 2027
Event: incurrence

Exact text from the filing

The issuance of the Notes in the aggregate original principal amount of $2,500,000 constitutes the creation of a direct financial obligation of the Company. The Notes bear interest at 12.0% per annum, mature on February 4, 2027

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Brag House Holdings, Inc. issued 3,000,000 shares of Common Stock of common stock to accredited investors.

Security: common stock
Shares: 3,000,000 shares of Common Stock
Purchaser: accredited investors

Exact text from the filing

The Commitment Shares will consist of an aggregate of 3,000,000 shares of Common Stock to be issued to the Purchasers as a commitment fee.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Brag House Holdings, Inc. issued convertible note to accredited investors for aggregate subscription amount of $1,875,000.

Security: convertible note
Purchaser: accredited investors
Consideration: aggregate subscription amount of $1,875,000

Exact text from the filing

May 4, 2026 (collectively, the “Notes”), in an aggregate original principal amount of $2,500,000 (the “Offering”). The aggregate subscription amount funded by the Purchasers was $1,875,000, reflecting a 25% original issue discount. The Notes were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Brag House Holdings, Inc. entered into Registration Rights Agreement with the Purchasers (effective 2026-05-04).

Action: entry
Counterparty: the Purchasers
Effective: 2026-05-04

Exact text from the filing

In connection with the Offering, on May 4, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Brag House Holdings, Inc. entered into Purchase Agreement with certain institutional investors valued at $2,500,000 (effective 2026-05-04).

Action: entry
Agreement: notes offering
Counterparty: certain institutional investors
Value: $2,500,000
Effective: 2026-05-04

Exact text from the filing

On May 4, 2026, Brag House Holdings, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (each, a “Purchaser” and collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, Senior Secured Convertible Notes, each dated May 4, 2026 (collectively, the “Notes”), in an aggregate original principal amount of $2,500,000 (the “Offering”).

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114 debt financings filed in the last 30 days. Browse all debt financings →

Brag House Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-053894

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