S-1: Brag House S-1: 162.9M Share Resale, House of Doge Merger

Sentiment:

Registration Statement S-1 23 December 2025 5:20 PM

📋All filings for Brag House Holdings, INC

Brag House Holdings, Inc. filed an S-1 registration statement for the resale of up to 162,964,288 shares of common stock by a selling securityholder, detailing a merger with House of Doge Inc. and a $100 million equity line with Yorkville.

Delay expectedTechnology development with Artemis and EVEMeta was terminated in October 2025 due to failure to deliver services and deliverables, requiring the engagement of a replacement vendor (OTT Advisors, LLC) and potentially delaying the launch of key software features.The first payment of $50,000 for the marketing agreement, due within 10 business days following the company's listing date (March 2025), was made in April 2025.$200,000 worth of the company's Common Stock for the marketing agreement, due within ten business days of the listing date (March 2025), was issued in April 2025.

Capital raiseThe company has the right to sell up to $100,000,000 in shares of its Common Stock to YA II PN, LTD. under the Yorkville Purchase Agreement.The company issued a convertible promissory note to YA II PN, LTD. with an aggregate original principal amount of up to $11,000,000, from which it received gross proceeds of $3,465,000 from the first advance.A Warrant to purchase up to 10,173,881 shares of Common Stock was issued to YA II PN, LTD.The company participated in CleanCore Solutions, Inc.'s private offering, purchasing $4,000,000 in pre-funded warrants.Previous original issue discount convertible promissory notes from 2022 through 2024, with a total principal amount of $5,722,511, were converted into 1,912,176 shares of Common Stock in March 2025.The company raised $25,000 from a short-term promissory note in December 2024 and an additional $150,000 from two short-term promissory notes in 2025.The company sold 29,094 shares of common stock for $100,000 on March 22, 2024, and 6,250 shares for $25,000 on December 26, 2024.

Worse than expectedThe company has a history of recurring losses, including a net loss of $0.2 million for the nine months ended September 30, 2025, and an accumulated deficit of $14.9 million.The filing explicitly states that the company's history of recurring losses and anticipated expenditures raises substantial doubt about its ability to continue as a going concern.The Common Stock price declined to $0.64 per share on December 22, 2025, from $0.7505 on December 5, 2025, indicating a negative market reaction, and is significantly below the assumed IPO price of $4.00 for previous equity kickers.

Summary

A Registration Statement on Form S-1 has been filed for the resale of up to 162,964,288 shares of Common Stock by YA II PN, LTD. (the Selling Securityholder).
The shares registered for resale include 10,173,881 shares issuable from a warrant, up to 137,362,637 shares from a $100,000,000 equity purchase agreement (Yorkville Purchase Agreement), and up to 15,427,770 shares from an $11,000,000 convertible promissory note (Yorkville Convertible Note).
Brag House will not receive proceeds from the resale of shares by the Selling Securityholder but expects to receive proceeds from warrant exercises and sales of Common Stock to the Selling Securityholder under the Yorkville Purchase Agreement.
A Merger Agreement was entered into on October 12, 2025, with House of Doge Inc. (HOD), under which HOD will merge into a Brag House subsidiary, becoming a wholly-owned subsidiary and the majority shareholder of Brag House. Following the merger, Brag House will be renamed House of Doge Inc.
Brag House will issue approximately 663,250,176 shares of its common stock, preferred stock (convertible into common stock), and RSUs to HOD shareholders and RSU holders.
Brag House loaned HOD $8,000,000 on October 14, 2025, which was subsequently increased to $10,000,000 on December 4, 2025, with Brag House's lien subordinated to YA II.
The company is classified as an emerging growth company and a smaller reporting company, taking advantage of reduced public company reporting requirements.
Brag House reported strong community growth, reaching nearly 1,400,000 video views of its content on various platforms through September 30, 2025, with video views increasing 148% year-over-year and impressions increasing 57% year-over-year from 2020-2024.
Spectators remained on the platform for 19 minutes per live stream across over 300,000 live views since 2022, which is a 1.75X increase compared to the industry benchmark of 11 minutes.
The company's IPO closed in March 2025.
Three activations were launched under a strategic partnership with Learfield in May, July, and December 2025, centered around college sports culture and gaming titles like EA College Football 26 and Call of Duty: Warzone.
Agreements with technology partners Artemis and EVEMeta were terminated in October 2025 due to performance disputes, and the company is seeking the return and cancellation of shares and cash. OTT Advisors, LLC has been engaged as a replacement vendor.
Brag House incurred net losses of $0.2 million for the nine months ended September 30, 2025, $3.0 million for the nine months ended September 30, 2024, $3.3 million for the year ended December 31, 2024, and $4.7 million for the year ended December 31, 2023.
The accumulated deficit was $14.9 million as of September 30, 2025, and $14.6 million as of December 31, 2024.
The Common Stock is listed on Nasdaq under the symbol TBH, with a last reported sale price of $0.64 per share on December 22, 2025.

Sentiment

Score: 3

Explanation: While the company shows promising community growth and has secured significant funding, its persistent history of substantial net losses, accumulated deficit, and explicit 'going concern' doubt present severe financial instability. Operational setbacks with key technology partners and a declining stock price further underscore the high risks involved. The capital raise, while necessary, is highly dilutive and comes with considerable costs, and the merger will result in existing shareholders becoming minority holders in a renamed entity.

Positives

Achieved strong community growth with nearly 1,400,000 video views through September 30, 2025, and significant year-over-year increases in video views (148%) and impressions (57%) from 2020-2024.
Demonstrated high spectator engagement with an average of 19 minutes per live stream, which is 1.75 times the industry benchmark of 11 minutes.
Established a strategic partnership with Learfield, successfully launching three pilot activations that serve as proof points for a scalable model.
Secured substantial funding through the Yorkville Purchase Agreement (up to $100,000,000 equity line) and the Yorkville Convertible Note (up to $11,000,000), providing capital for operations and growth.
Engaged OTT Advisors, LLC as a replacement technology vendor to ensure continuity of development for a scalable data insights monetization SaaS model and data streaming efficiency improvements.

Negatives

The company has a history of recurring losses, including a net loss of $0.2 million for the nine months ended September 30, 2025, and an accumulated deficit of $14.9 million as of the same date.
Anticipated expenditures and recurring losses raise substantial doubt about the company's ability to continue as a going concern.
Operations since inception have produced limited revenues, making it difficult to evaluate future prospects and increasing the risk of not being successful.
Agreements with technology partners Artemis and EVEMeta were terminated due to performance disputes, leading to ongoing negotiations for the return of shares and cash.
The company's revenue model is unproven, and there is no guarantee that future monetization strategies, particularly the direct-to-consumer model, will be successfully implemented or generate sustainable revenues and profit.
The Common Stock price declined to $0.64 per share on December 22, 2025, from $0.7505 on December 5, 2025, and is significantly below the assumed IPO price of $4.00 used for previous equity kickers.

Risks

Failure to complete, or delays in completing, the merger with House of Doge Inc. could materially and adversely affect the company's results of operations, business, financial results, and may cause a decline in the market price of its Common Stock.
The Merger Agreement limits the company's and House of Doge's ability to pursue alternatives to the merger.
The company has not produced significant revenues, which makes it difficult to evaluate its future prospects and increases the risk that it will not be successful.
The company's history of recurring losses and anticipated expenditures raises substantial doubt about its ability to continue as a going concern.
The loss of or a substantial reduction in activity by one or more of its largest clients, vendors, and/or sponsors could materially and adversely affect the company's business, financial condition, and results of operations.
The company is subject to risks associated with operating in a rapidly developing industry and a relatively new market.
The company's revenue model may not remain effective, and it cannot guarantee that its future monetization strategies will be successfully implemented or generate sustainable revenues and profit.
The company's marketing and advertising efforts may fail to resonate with amateur gamers and creators.
Technology changes rapidly in the company's business, and if it fails to anticipate or successfully implement new technologies or adopt new business strategies, the quality, timeliness, and competitiveness of its amateur tournaments may suffer.
The company's operations may be materially and adversely affected if it fails to maintain its community culture as it expands.
The company operates in the entertainment and gaming industries, both of which are intensely competitive, and users may prefer competitors' offerings.
The failure to enter into additional license agreements with game publishers may require the company to modify, limit, or discontinue certain services, which could materially affect its business, financial conditions, and results of operations.
The loss of its users, failure to attract new users in a cost-effective manner, or failure to effectively manage its growth could adversely affect its business, financial condition, results of operations, and prospects.
The company cannot predict the actual number of shares it will sell under the Yorkville Purchase Agreement to Yorkville, or the actual gross proceeds resulting from those sales.
Investors who buy shares at different times will likely pay different prices and may experience different levels of dilution, potentially substantial dilution.
Future sales made by the company to Yorkville at prices lower than the prices such investors paid for their shares in this offering could cause a decline in the value of the shares.
The management team may invest or spend the proceeds of this offering in ways with which investors may not agree or in ways which may not yield a significant return.
The company could issue a series of preferred stock that could impede or discourage an acquisition attempt or adversely affect the rights of holders of its common stock.
Section 203 of the Delaware General Corporation Law may have an anti-takeover effect.
The existence of authorized but unissued common stock and preferred stock may enable the Board to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to obtain control.

Future Outlook

The company expects its video views and impressions to continue growing in the fourth quarter of 2025, potentially at a rate comparable to or exceeding prior quarters. A beta version of a scalable data insights monetization SaaS model is anticipated in Q3 2026, followed by A/B testing and a refined beta in Q4 2026. New technology from OTT Advisors, LLC is expected to be integrated by Q3 2026 to optimize data streaming efficiency and lower server costs. Key near-term objectives include scaling Learfield-based activations, launching digital activations with rewards, and advancing technological development modules to operational beta.

Management Comments

Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer Lavell Juan Malloy, II and his co-founder, Chief Operating Officer Daniel Leibovich, recognized a need in the gaming industry for a platform focused specifically on the casual college gamer.
We believe we are developing a first-of-its-kind digital platform for casual college gamers to compete, support their team, banter in a safe environment and win prizes.
We believe we are creating a new sports medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations and tournaments tied to college rivalries.
We believe our experiential framework offers a more authentic and differentiated channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves and our partners.
We believe these initial activations serve as pilot programs and proof points for a scalable activation model that may be replicated across additional universities and sports within the Learfield network.
We further believe that these efforts represent a cornerstone of our digital advertising growth strategy and support our broader objective of developing a new digital media channel for college sports engagement.
Once market-ready, we believe this SaaS model will provide a recurring revenue stream by offering anonymized behavioral insights to brand clients seeking better Gen Z engagement.
While the Company continues to prioritize advertising and marketing revenue, it believes that the development of the data insights revenue model represents a strategic advantage in leveraging our digital community for enhanced brand partnerships and data-driven marketing solutions.

Industry Context

Brag House operates in the rapidly evolving and intensely competitive entertainment and gaming industries, specifically targeting the casual college gamer segment and the Gen Z audience. The company aims to differentiate itself by merging gameplay with school spirit and student-led activations, creating a unique digital media channel for college sports engagement. This approach seeks to provide an authentic marketing channel for advertisers to reach the Gen Z demographic, which is often elusive. The company's success is tied to the continued development of live streaming of competitive online gaming and its ability to adapt to rapid technological changes and shifting gamer trends.

Comparison to Industry Standards

Brag House spectators who viewed live streams remained on the platform for 19 minutes per stream across over 300,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	N/A	Lavell Juan Malloy, II	N/A	Co-founder and current CEO, will receive 9,000,000 shares of House of Doge common stock prior to merger closing.
Chief Operating Officer	N/A	Daniel Leibovich	N/A	Co-founder.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Company Status	The company is an emerging growth company and a smaller reporting company, electing to take advantage of certain reduced public company reporting requirements.	N/A	Allows for reduced disclosure obligations, potentially making financial statements difficult to compare with other public companies.
Stock Structure	Effected a 1 for 2.43615 consolidation of Common Stock and Preferred Stock (Reverse Stock Split).	October 11, 2024	Reduces the number of outstanding shares, potentially increasing per-share metrics but not changing overall ownership value immediately. Fractional shares are being paid out.
Authorized Capital	Authorized to issue an aggregate of 275,000,000 shares of capital stock, divided into 250,000,000 shares of common stock and 25,000,000 shares of preferred stock (15,000 designated as Series B Convertible Preferred Stock).	N/A	Provides flexibility for future capital raises or acquisitions but also allows the Board to issue shares without stockholder approval, potentially diluting existing shareholders or deterring takeovers.
Preferred Stock Rights	Series B Convertible Preferred Stock has a stated value of $1,000 per share, dividend rights equal to common stock (on an as-if-converted basis), and no voting rights other than as required by law.	N/A	Defines the rights of a specific class of preferred stock, which could impact common stockholders depending on future issuances and terms.
Anti-Takeover Provisions	Subject to Section 203 of the Delaware General Corporation Law and provisions in its Certificate of Incorporation and Bylaws intended to enhance continuity and stability of the Board.	N/A	May delay, deter, or prevent a merger or acquisition that stockholders might consider in their best interest, potentially limiting opportunities for a premium over market price.
Indemnification	Provides for indemnification of directors and officers to the fullest extent permitted by law, including advance payment of expenses.	N/A	Protects directors and officers from personal liability, which is standard but may be against public policy for Securities Act liabilities as per SEC opinion.

Legal Proceedings

The company is engaged in negotiations with Artemis Ave LLC and EVEMeta, LLC to resolve disputes following the termination of their Master Services Agreement and Software as a Service Agreement, respectively. Brag House is seeking the return and cancellation of shares and cash previously issued or paid, while Artemis denies breach and EVEMeta acknowledged termination.

Related Party Transactions

Brag House loaned House of Doge (HOD) $8,000,000 on October 14, 2025, which was increased to $10,000,000 on December 4, 2025. HOD will become a wholly-owned subsidiary of Brag House after the merger.
Lavell Juan Malloy, II (Brag House CEO) and certain other individuals or representatives of Brag House will receive 9,000,000 shares of House of Doge common stock prior to the closing of the merger.
YA II PN, LTD. (the Selling Securityholder) is an affiliate of Yorkville Securities, LLC (YS), a registered broker-dealer. YS will act as an executing broker for resales of Common Stock by YA II, creating a conflict of interest under FINRA Rule 5121, which requires the engagement of a qualified independent underwriter (Digital Offering, LLC).

Stakeholder Impact

Shareholders face significant potential dilution from the large number of shares registered for resale and future sales under the Yorkville Purchase Agreement. The merger with House of Doge will result in existing Brag House shareholders becoming minority holders in the combined entity, which will be renamed House of Doge Inc.
Employees may experience uncertainty about their roles and future with the company following the pending merger with House of Doge.
Customers and users are expected to benefit from continued focus on community engagement, new features, and improved platform functionality through the engagement of OTT Advisors, LLC for technology development.
Partners and vendors may experience changes in relationships, as evidenced by the termination of agreements with Artemis and EVEMeta, but the engagement of OTT Advisors, LLC aims to ensure continuity of technology services. The Learfield partnership is a positive for strategic growth.
Creditors face risks due to the company's history of recurring losses and the stated 'substantial doubt about its ability to continue as a going concern.' The subordination of Brag House's lien over HOD to YA II affects Brag House's position as a creditor to HOD.

Next Steps

Complete the merger with House of Doge, Inc., after which Brag House Holdings, Inc. will be renamed House of Doge Inc.
Continue to draw down funds from the Yorkville Purchase Agreement and Yorkville Convertible Note as needed.
Scale Learfield-based activations across additional universities within the Learfield network.
Launch digital activations with rewards through Loyalty Tokens and Bragging Functionality.
Advance technological development modules to operational beta with the new vendor, OTT Advisors, LLC.
Engage in negotiations with Artemis Ave LLC and EVEMeta, LLC to resolve disputes and seek the return and cancellation of shares and cash.
Integrate new technology from OTT Advisors, LLC into the platform by the third quarter of 2026 to optimize data streaming efficiency.
Launch an initial beta version of the scalable data insights monetization SaaS model in Q3 2026, followed by A/B testing and a refined beta in Q4 2026.
Pay for the Fractional Shares, totaling $85.81, to shareholders affected by the Reverse Stock Split.

Key Dates

Date	Description
February 2018	Brag House, Inc. (BHI), the company's wholly owned indirect subsidiary, was formed as a Delaware corporation.
2020-2024	Company's video views increased by 148% year-over-year, and impressions increased by 57% year-over-year.
June 11, 2021	Brag House, Ltd. (BHL) was registered in the United Kingdom.
August 16, 2021	BHL acquired all 10,000,000 issued and outstanding BHI shares from BHI shareholders (UK Reorganization).
December 2021	Brag House Holdings, Inc. was formed as a Delaware corporation.
February 8, 2022	The company approved a reorganization (U.S. Reorganization) where BHL shareholders exchanged shares for common and preferred shares in the company, making BHL a wholly-owned subsidiary.
2022-2024	The company issued convertible debt in the form of original issue discount convertible promissory notes.
2022-September 30, 2025	Brag House spectators viewed live streams for 19 minutes per stream across over 300,000 live views.
December 31, 2023	Net loss of $4.7 million for the year ended.
March 22, 2024	The company sold 29,094 shares of BHHI common stock for total proceeds of $100,000.
August 2024	The company raised $280,000 in short-term loans.
September 2024	The company raised $280,000 in short-term loans and issued 198,454 shares of Common Stock in full payment of the $280,000 amount payable in shares.
October 11, 2024	The company filed an amendment to its certificate of incorporation to effect a 1 for 2.43615 consolidation (Reverse Stock Split).
November 13, 2024	Brag House entered into a Master Services Agreement with Artemis Ave LLC.
November 13, 2024	Brag House entered into a Software as a Service Agreement with EVEMeta, LLC.
December 2024	The company issued 937,500 shares of Brag House Common Stock to Artemis.
December 2024	The company issued 312,500 shares of Brag House Common Stock to EVEMeta.
December 2024	The company raised $25,000 from a short-term promissory note.
December 26, 2024	The company sold 6,250 shares of common stock for total cash proceeds of $25,000.
December 31, 2024	Net loss of $3.3 million for the year ended; accumulated deficit was $14.6 million.
January 2025	The company's transfer agent effected the Reverse Stock Split.
February 15, 2025	Maturity date for the short-term promissory note from December 2024.
March 2025	The company's IPO closed.
March 2025	Original Issue Discount Convertible Promissory Notes from 2022-2024 were converted into 1,912,176 shares of Common Stock.
March 2025	The company executed a modification of the existing marketing agreement with Outside the Box Capital.
March 2025	The company authorized and issued 56 shares of Common Stock owed following the Reverse Stock Split.
March 2025	The company authorized and issued 82,096 shares of Common Stock due to the conversion of Series A convertible preferred stock.
March 6, 2025	Revised start date of service for the marketing agreement with Outside the Box Capital.
March 7, 2025	Accrual of interest for convertible notes through this date was recorded for $103,101.
March 20, 2025	Due date for the first $50,000 payment and $200,000 worth of Common Stock for the marketing agreement.
April 2025	The company issued 29,305 shares for accrued interest on convertible notes.
April 2025	The company issued 1,875 shares for the equity kicker from the December 2024 loan.
April 2025	The company issued 11,250 shares for the equity kicker from 2025 loans.
April 2025	The first payment of $50,000 for the marketing agreement was made.
April 2025	The company issued $200,000 worth of Common Stock for the marketing agreement.
April 10, 2025	Maturity date for two short-term promissory notes raised in 2025.
May 2025	The company launched the first activation under its strategic partnership with Learfield, beginning with the University of Florida.
May 2025	The company issued 59,746 shares of Common Stock in connection with payment to several contractors for services totaling $164,630.
May 12, 2025	Brag House and Artemis entered into an amendment to the Master Services Agreement, and Brag House paid Artemis $225,000.
May 12, 2025	Brag House and EVEMeta entered into an amendment to the Software as a Service Agreement, and Brag House paid EVEMeta $25,000.
July 2025	The company held the second activation under its strategic partnership with Learfield, centered around EA College Football 26.
September 2, 2025	The company entered into a securities purchase agreement with CleanCore Solutions, Inc. to purchase pre-funded warrants for $4,000,000.
September 5, 2025	CleanCore's private offering of pre-funded warrants closed.
September 6, 2025	End date of service for the marketing agreement with Outside the Box Capital.
September 8, 2025	Brag House sent Artemis a Notice of Material Breach.
September 8, 2025	Brag House sent EVEMeta a Notice of Material Breach.
September 30, 2025	Net loss of $0.2 million for the nine months ended; accumulated deficit was $14.9 million.
October 9, 2025	Brag House sent Artemis a Notice of Termination.
October 9, 2025	Brag House sent EVEMeta a Notice of Termination.
October 10, 2025	Artemis sent a letter denying breach; EVEMeta sent a letter acknowledging termination.
October 12, 2025	Brag House entered into a Merger Agreement with House of Doge, Inc.
October 14, 2025	The company loaned House of Doge $8,000,000, evidenced by a secured promissory note.
November 10, 2025	The Cash Pre-Funded Warrants for CleanCore's Class B Common Stock were exercised.
December 2025	The company completed the third activation under its strategic partnership with Learfield, centered on a Call of Duty: Warzone tournament.
December 4, 2025	The company, HOD, and YA II entered into the Yorkville Purchase Agreement.
December 4, 2025	The company and HOD authorized the issuance of the Yorkville Convertible Note to YA II, with a first advance of $3,850,000 (gross proceeds $3,465,000) issued.
December 4, 2025	The company issued a Warrant to YA II PN, Ltd. to purchase up to 10,173,881 shares of Common Stock.
December 4, 2025	The company and HOD entered into an amendment to the HOD Note, increasing the principal to $10,000,000 and subordinating the company's lien.
December 5, 2025	The closing price of the Common Stock on Nasdaq was $0.7505 per share.
December 15, 2025	There were 20,951,363 shares of Common Stock issued and outstanding and 8,098 shares of Series B Convertible Preferred Stock issued and outstanding.
December 22, 2025	The last reported sale price of the Common Stock on Nasdaq was $0.64 per share.
December 23, 2025	Filing date of the S-1 Registration Statement.
Q3 2026	Expected initial beta version of the scalable data insights monetization SaaS model and integration of OTT Advisors' technology.
Q4 2026	Expected A/B testing and refined beta for the scalable data insights monetization SaaS model.

Recommendation

sell

The company faces substantial risks, including a history of recurring losses, an accumulated deficit of $14.9 million, and a stated 'substantial doubt about its ability to continue as a going concern.' While new funding and a merger are in progress, the significant dilution from the Yorkville agreements and the recent decline in stock price (from $0.7505 to $0.64 in less than three weeks) indicate severe financial distress. Operational setbacks with key technology partners further compound these issues. The merger with House of Doge, while strategic, involves issuing a massive number of shares (663 million fully diluted) and will result in existing Brag House shareholders becoming minority holders in the combined entity, which will be renamed House of Doge Inc. Given the high degree of risk, unproven revenue model, and ongoing financial instability, a seasoned investor would likely recommend selling or avoiding this stock.

Keywords

esports, gaming platform, college gaming, Gen Z marketing, SEC filing, S-1, equity line, convertible note, merger, House of Doge, Yorkville, Nasdaq, TBH, financial reporting, risk factors, capital raise, emerging growth company, smaller reporting company, digital advertising, live streaming, NIL engagement, Artemis, EVEMeta, OTT Advisors, Learfield

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