---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-053894"
form_type: "8-K"
ticker: "TBH"
cik: "0001903595"
company_name: "Brag House Holdings, Inc."
filed_at: "2026-05-08T23:59:59+00:00"
generated_at: "2026-05-14T21:12:00.173500+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Brag House issues $2.5M convertible notes at 25% OID; proceeds for House of Doge merger

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-26-053894
- form_type: 8-K
- ticker: TBH
- cik: 0001903595
- company_name: Brag House Holdings, Inc.
- filed_at: 2026-05-08T23:59:59+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, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/ea0289773-8k_braghouse.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-053894
- JSON: https://secwatch.observer/filing/0001213900-26-053894.json
- Plain text: https://secwatch.observer/filing/0001213900-26-053894.txt

## Key facts
- Debt Financings
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm
- Equity Issuances
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm
- Equity Issuances
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm
- Material Agreements
  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
  source text: In connection with the Offering, on May 4, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1903595/000121390026053894/0001213900-26-053894-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.