House of Doge Inc 10-Q for FY2025 Q3
House of Doge Inc. (HODO)
About this 10-Q
House of Doge Inc filed this 10-Q on November 17, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $2.54M
- compared with a net loss of $1.01M a year earlier
- Diluted EPS
- $0.10
- compared with -$0.18 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
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BRAG HOUSE HOLDINGS, INC.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In particular, statements contained in this Quarterly Report on Form 10-Q, including but not limited to, statements regarding the sufficiency of our cash, our ability to finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward looking statements. These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,” “goals,” “estimates,” “predicts,” “potential” and “continue” or similar words. Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified below, under Part II, Item lA. “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and those risks identified under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission on May 7, 2025. Therefore, actual results may differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason.
NOTE REGARDING COMPANY REFERENCES
Throughout this Quarterly Report on Form 10-Q, the terms “Brag House,” “we,” “us,” our,” “our company,” “Company” and “our business” refer to Brag House Holdings, Inc. and its wholly owned subsidiaries, Brag House Inc. and Brag House Ltd.
FORM 10-Q
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
BRAG HOUSE HOLDINGS, INC.
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2025 (Unaudited) | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Other Receivable | ||||||||
| Prepaid Expenses | ||||||||
| Other Current Assets | ||||||||
| Total Current Assets | ||||||||
| Other Assets: | ||||||||
| Deferred Offering Costs | ||||||||
| Prepaid Expenses - Long-Term | ||||||||
| Capitalized Implementation Costs | ||||||||
| Investment in Equity Securities | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Liabilities | ||||||||
| Current Liabilities: | ||||||||
| Accounts Payable | $ | $ | ||||||
| Due to Officer - Related Party (Note 3) | ||||||||
| Accrued Interest | ||||||||
| Accrued Payroll | ||||||||
| Accrued Liabilities | ||||||||
| Share Payable | ||||||||
| Other Current Liabilities | ||||||||
| Notes Payable (Note 6) | ||||||||
| Convertible Debt - December 2024, net of discount | ||||||||
| Convertible Debt, net of discount and issuance costs | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Series B Preferred Stock, $ | ||||||||
| Preferred Stock, $ | ||||||||
| Common Stock, $ | ||||||||
| Stock Subscription Receivable | ( | ) | ||||||
| Additional Paid In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Accumulated Other Comprehensive Loss | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Tournament Revenues | $ | $ | $ | $ | ||||||||||||
| Live-streaming Services | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Cost of Sales | $ | $ | $ | $ | ||||||||||||
| Total Cost of Sales | $ | $ | $ | $ | ||||||||||||
| Gross Profit (Loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Advertising and Marketing | $ | $ | $ | $ | ||||||||||||
| Legal and Professional | ||||||||||||||||
| Selling, General and Administrative | ||||||||||||||||
| Software Expense | ||||||||||||||||
| Software Development | ||||||||||||||||
| Stock-Based Compensation | ||||||||||||||||
| Total Operating Expenses | $ | $ | $ | $ | ||||||||||||
| Other (Income) Expense: | ||||||||||||||||
| Interest Expense and Amortization of Debt Discount | $ | $ | $ | $ | ||||||||||||
| Other Income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Other Expense - Stock-Based Compensation Liability | ||||||||||||||||
| Foreign Currency (Gain) Loss | ( | ) | ||||||||||||||
| Net Unrealized Gain on Equity Securities | ( | ) | ( | ) | ||||||||||||
| Total Other (Income) Expense, Net | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (Loss) from Continuing Operations Before Income Taxes | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Provision for Income Taxes | $ | $ | $ | $ | ||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Total Comprehensive Income (Loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net Income (Loss) per Common Share - Basic | $ | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Weighted Average Shares Outstanding - Basic | ||||||||||||||||
| Net Income (Loss) per Common Share - Diluted | $ | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Weighted Average Shares Outstanding - Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Series B Preferred Stock | Series A Preferred Stock | Preferred Stock | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance on January 1, 2025 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation - Restricted Stock Agreements | - | - | - | |||||||||||||||||||||
| Issuance of Common Stock | - | - | - | |||||||||||||||||||||
| Offering Costs | - | - | - | |||||||||||||||||||||
| Conversion of Preferred Stock to Common Stock | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | - | - | - | |||||||||||||||||||||
| Issuance of Common Stock in Connection with IPO and Over-allotment, Net of $1,176,800 of Offering Costs | - | - | - | |||||||||||||||||||||
| Underwriter Warrants | - | - | - | |||||||||||||||||||||
| Issuance of Common Stock for Services | - | - | - | |||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||
| Balance on March 31, 2025 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation | - | - | - | |||||||||||||||||||||
| Issuance of Common Stock for Services | - | - | - | |||||||||||||||||||||
| Issuance of Shares Payable - Subscription | - | - | - | |||||||||||||||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | - | - | - | |||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||
| Balance on June 30, 2025 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation | - | - | - | |||||||||||||||||||||
| Common Stock Granted but not yet Issued for Services in Connection with the PIPE Offering | - | - | - | |||||||||||||||||||||
| Issuance of Common Stock for Services in Connection with the PIPE Offering | - | - | - | |||||||||||||||||||||
| Issuance of Series B Convertible Preferred Stock with Warrants - PIPE Offering, Net of $1,964,705 of Offering Costs | - | - | ||||||||||||||||||||||
| Settlement of Subscription Receivable | - | - | - | |||||||||||||||||||||
| Adjustment of Par Value of Common Stock | - | - | - | |||||||||||||||||||||
| Net Income | - | - | - | |||||||||||||||||||||
| Balance on September 30, 2025 | $ | $ | $ | |||||||||||||||||||||
| Series B Preferred Stock | Series A Preferred Stock | Preferred Stock | ||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||
| Balance on January 1, 2024 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation | - | - | - | |||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||
| Balance on March 31, 2024 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation | - | - | - | |||||||||||||||||||||
| Offering Costs | - | - | - | |||||||||||||||||||||
| Issuance of Shares Payable | - | - | - | |||||||||||||||||||||
| Retirement of Shares | - | - | - | |||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||
| Balance on June 30, 2024 | $ | $ | $ | |||||||||||||||||||||
| Stock-Based Compensation | - | - | - | |||||||||||||||||||||
| Interest Payment in Shares | - | - | - | |||||||||||||||||||||
| Net Loss | - | - | - | |||||||||||||||||||||
| Balance on September 30, 2024 | $ | $ | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) — (CONTINUED)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Common Stock | Subscription | Additional Paid-in | Accumulated | |||||||||||||||||
| Shares | Amount | Receivable | Capital | Deficit | ||||||||||||||||
| Balance on January 1, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Stock-Based Compensation - Restricted Stock Agreements | - | |||||||||||||||||||
| Issuance of Common Stock | ||||||||||||||||||||
| Offering Costs | - | ( | ) | |||||||||||||||||
| Conversion of Preferred Stock to Common Stock | ||||||||||||||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | ||||||||||||||||||||
| Issuance of Common Stock in Connection with IPO and Over-allotment, Net of $1,176,800 of Offering Costs | ||||||||||||||||||||
| Underwriter Warrants | - | |||||||||||||||||||
| Issuance of Common Stock for Services | - | |||||||||||||||||||
| Net Loss | - | ( | ) | |||||||||||||||||
| Balance on March 31, 2025 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Issuance of Common Stock for Services | ||||||||||||||||||||
| Issuance of Shares Payable - Subscription | ||||||||||||||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | ||||||||||||||||||||
| Net Loss | - | ( | ) | |||||||||||||||||
| Balance on June 30, 2025 |
| $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Common Stock Granted but not yet Issued for Services in Connection with the PIPE Offering | - | ( | ) | |||||||||||||||||
| Issuance of Common Stock for Services in Connection with the PIPE Offering | ( | ) | ||||||||||||||||||
| Issuance of Series B Convertible Preferred Stock with Warrants - PIPE Offering, Net of $1,964,705 of Offering Costs | - | |||||||||||||||||||
| Settlement of Subscription Receivable | - | ( | ) | |||||||||||||||||
| Adjustment of Par Value of Common Stock | - | ( | ) | |||||||||||||||||
| Net Income | - | |||||||||||||||||||
| Balance on September 30, 2025 | $ | $ | $ | $ | ( | ) | ||||||||||||||
| Common Stock | Subscription | Additional Paid-in | Accumulated | |||||||||||||||||
| Shares | Amount | Receivable | Capital | Deficit | ||||||||||||||||
| Balance on January 1, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Net Loss | - | ( | ) | |||||||||||||||||
| Balance on March 31, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Offering Costs | - | ( | ) | |||||||||||||||||
| Issuance of Shares Payable | - | |||||||||||||||||||
| Retirement of Shares | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net Loss | - | ( | ) | |||||||||||||||||
| Balance on June 30, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Interest Payment in Shares | ||||||||||||||||||||
| Net Loss | - | ( | ) | |||||||||||||||||
| Balance on September 30, 2024 | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) — (CONTINUED)
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| Accumulated Other Comprehensive Loss | Total Stockholders’ Equity (Deficit) | |||||||
| Balance on January 1, 2025 | $ | ( | ) | $ | ( | ) | ||
| Stock-Based Compensation - Restricted Stock Agreements | ||||||||
| Issuance of Common Stock | ||||||||
| Offering Costs | ( | ) | ||||||
| Conversion of Preferred Stock to Common Stock | ||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | ||||||||
| Issuance of Common Stock in Connection with IPO and Over-allotment, Net of $ | ||||||||
| Underwriter Warrants | ||||||||
| Issuance of Common Stock for Services | ||||||||
| Net Loss | ( | ) | ||||||
| Balance on March 31, 2025 | $ | ( | ) | $ | ||||
| Stock-Based Compensation | ||||||||
| Issuance of Common Stock for Services | ||||||||
| Issuance of Shares Payable - Subscription | ||||||||
| Conversion of Convertible Debt and Accrued Interest (Note 6) | ||||||||
| Net Loss | ( | ) | ||||||
| Balance on June 30, 2025 | $ | ( | ) | $ | ||||
| Stock-Based Compensation | ||||||||
| Common Stock Granted but not yet Issued for Services in Connection with the PIPE Offering | ( | ) | ||||||
| Issuance of Common Stock for Services in Connection with the PIPE Offering | ||||||||
| Issuance of Series B Convertible Preferred Stock with Warrants - PIPE Offering, Net of $ | ||||||||
| Settlement of Subscription Receivable | ||||||||
| Adjustment of Par Value of Common Stock | ||||||||
| Net Income | ||||||||
| Balance on September 30, 2025 | $ | ( | ) | $ | ||||
| Accumulated Other Comprehensive Loss | Total Stockholders’ Deficit | |||||||
| Balance on January 1, 2024 | ( | ) | $ | ( | ) | |||
| Stock-Based Compensation | ||||||||
| Net Loss | ( | ) | ||||||
| Balance on March 31, 2024 | ( | ) | $ | ( | ) | |||
| Stock-Based Compensation | ||||||||
| Offering Costs | ( | ) | ||||||
| Issuance of Shares Payable | ||||||||
| Retirement of Shares | ||||||||
| Net Loss | ( | ) | ||||||
| Balance on June 30, 2024 | ( | ) | $ | ( | ) | |||
| Stock-Based Compensation | ||||||||
| Interest Payment in Shares | ||||||||
| Net Loss | ( | ) | ||||||
| Balance on September 30, 2024 | ( | ) | $ | ( | ) | |||
6
BRAG HOUSE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
| For the Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-Based Compensation | ||||||||
| Amortization of Debt Discount | ||||||||
| Loan Extension Fees | ||||||||
| Interest Payment in Shares | ||||||||
| Change in Fair Value of Stock-Based Compensation Liability - Software Expense | ||||||||
| Other Expense - Stock-Based Compensation Liability | ||||||||
| Issuance of Common Stock for Services - Marketing Expenses | ||||||||
| Issuance of Common Stock for Services - Software Expenses | ||||||||
| Foreign Currency Gain (Loss) | ( | ) | ||||||
| Net Unrealized Gain on Equity Securities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid Expenses and Other Current Assets | ( | ) | ||||||
| Other Receivable | ||||||||
| Other Current Assets | ( | ) | ||||||
| Accounts Payable | ( | ) | ||||||
| Related Party Payable | ( | ) | ||||||
| Accrued Payroll | ( | ) | ||||||
| Accrued Liabilities | ( | ) | ||||||
| Accrued Interest | ( | ) | ||||||
| Share Payable | ( | ) | ||||||
| Other Current Liabilities | ||||||||
| Net Cash Flows Used In Operating Activities | $ | ( | ) | $ | ( | ) | ||
| INVESTING ACTIVITIES | ||||||||
| Investment in Equity Securities | $ | ( | ) | $ | ||||
| Net Cash Flows Used In Investing Activities | $ | ( | ) | $ | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from Notes Payable | $ | $ | ||||||
| Repayment of Notes Payable | ( | ) | ( | ) | ||||
| Cash paid for the settlement of the Stock-Based Compensation Liability | ( | ) | ||||||
| Repayment of Convertible Debt - December 2024, net | ( | ) | ||||||
| Proceeds from Convertible Debt - December 2024, net | ||||||||
| Proceeds from the sale of Common Stock in IPO | ||||||||
| Proceeds from the sale of Common Stock | ||||||||
| Offering Costs Paid, Netted against IPO Proceeds | ( | ) | ||||||
| Offering Costs Paid | ( | ) | ( | ) | ||||
| Offering Costs Paid, Netted against PIPE Offering Proceeds | ( | ) | ||||||
| Proceeds from the sale of Series B Convertible Preferred Stock and Warrants | ||||||||
| Proceeds from the Collection of Subscription Receivable | ||||||||
| Net Cash Flows Provided By Financing Activities | $ | $ | ||||||
| Net change in cash | $ | $ | ( | ) | ||||
| Cash at the beginning of the period | ||||||||
Cash at the end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for Interest | $ | $ | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Conversion of Convertible Debt and Accrued Interest into Common Stock | $ | $ | ||||||
| Issuance of Underwriter Warrants included as Offering Costs | ||||||||
| Change in Stock-Based Compensation Liability Capitalized to Implementation Costs | ||||||||
| Prepaid Expenses Reclassified to Issuance of Common Stock for Services - Software Expense | ||||||||
| Prepaid Expenses Reclassified to Capitalized Implementation Costs | ||||||||
| Issuance of Common Stock for Capitalized Implementation Costs | ||||||||
| Deferred Offering Costs In Connection with IPO | ||||||||
| Deferred Offering Costs at December 31, 2024 Reclassified to Offering Costs | ||||||||
| Other Current Assets Reclassified to Other Receivables | ||||||||
| Other Current Assets Reclassified to Prepaid Expenses | ||||||||
| Write Off of Deferred Offering Costs Accrued at December 31, 2024 | ||||||||
| Conversion of Series A Preferred Stock to Common Stock | ||||||||
| Prepaid Expenses Recognized by Issuance of Common Stock | ||||||||
| Issuance of Shares Payable - Subscription | ||||||||
| Issuance of Placement Agent and H.C. Wainwright Warrants included as Offering Costs - PIPE Offering | ||||||||
| Issuance of Common Stock for Services Included in Offering Costs - PIPE Offering | ||||||||
| Shares Payable and Offering Costs - PIPE Offering | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS
Corporate History
Brag House Holdings, Inc. (“Brag House” or “BHHI” or the “Company”) was formed as a Delaware corporation on December 3, 2021. The Company’s principal executive offices are located at 45 Park Street, Montclair, NJ 07042.
Brag House Inc. (“BHI”), the Company’s wholly owned indirect subsidiary, was formed as a Delaware corporation in February 2018. Their principal offices are located at 45 Park Street, Montclair, NJ 07042.
On June 11, 2021, Brag House Ltd. (“BHL”) was registered in the United Kingdom. Their principal offices are located at 7 – 9 Swallow Street, London W1B 4DE, United Kingdom.
On August 16, 2021, BHL acquired all of the
Following the UK Reorganization, the board of directors of BHL determined that it was in the best interests of BHL and its shareholders that an initial public offering (“IPO”) in the United States and concurrent listing on Nasdaq be pursued. To effect that proposed IPO and listing on Nasdaq, in December 2021, the Company was formed. In connection with this IPO, prior to the effectiveness of the registration statement, on February 8, 2022, the Company approved a reorganization, in which the shareholders of BHL would exchange their ordinary shares and preference shares of BHL for a proportionate number of common and preferred shares in the Company on a 21 to 1 basis (“U.S. Reorganization”). Immediately following the U.S. Reorganization, BHL became the wholly-owned subsidiary of the Company, and BHI became the indirect wholly-owned subsidiary of the Company. Management anticipates that BHL will be wound down and dissolved as soon as reasonably practicable.
On June 11, 2024, the Company’s board of
directors approved, and on June 13, 2024, the Company’s stockholders approved the original reverse stock split (“Original
Reverse Stock Split”). On June 14, 2024, the Company filed the Second Certificate of Amendment to its Certificate of Incorporation
to effect the Original Reverse Stock Split, such that every holder of Common Stock and Series A Preferred Stock of the Company received
On February 14, 2025, the Company received its
notice of effectiveness from the U.S. Securities and Exchange Commission (“SEC”) and became a public company. On March 5,
2025, the Company entered into a material definitive agreement in the form of an underwriting agreement with Kingswood Capital Partners,
LLC (“Kingswood”) as representative of the underwriters named therein, for the offer and sale of
On March 6, 2025, the Company’s shares began trading on Nasdaq under the symbol “TBH” and on March 7, 2025, the Company filed its prospectus with the SEC and completed its IPO.
Pursuant to the underwriting agreement, as partial compensation for
their services, the Company issued to the underwriters on the closing date of the IPO (the “Closing Date”), warrants (the
“Underwriter Warrants”) to purchase an aggregate of
8
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
On March 10, 2025, Kingswood, as representative
of the underwriters, exercised in full its option to purchase an additional
Brag House Merger Sub, Inc. (“Merger Sub” or “BHMS”), a wholly owned subsidiary of the Company, was formed as a Delaware corporation on October 9, 2025. The Company’s principal executive offices are located at 45 Park Street, Montclair, NJ 07042. Please refer to Note 11.
The Company entered into a Merger Agreement dated as of October 12, 2025 (the “Merger Agreement”), by and among the Company, House of Doge, Inc., a Texas Corporation (“House of Doge”), and the Merger Sub. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the respective boards of directors of both Brag House and House of Doge. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, among other things, House of Doge will merge (the “Merger”) with and into Merger Sub, with the House of Doge continuing as the surviving entity and a wholly owned subsidiary of the Company.
The proposed merger is subject to customary closing conditions, including regulatory approvals, filing of required registration statements, shareholder consent, and completion of due diligence. As of the date these financial statements were issued, the merger had not yet closed. The Company expects the transaction to be finalized during the first quarter of 2026, pending satisfaction of all closing conditions. Please refer to Note 11.
Nature of the Business
Brag House is a vertically integrated social network for college gamers. The Company’s mission is to create a community which empowers gamers, streamers, and fans to interact with one another. The Company’s platform, which focuses on building a centralized gaming experience for non-professional college gamers and their fans, achieves this by allowing college students to compete against one another, support their favorite gamers and teams, and win prizes.
Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been
prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction
of liabilities in the normal course of business. As of September 30, 2025, the Company had an accumulated deficit of $
The Company also secured a strategic partnership for tournament and promotional events in 2025 with Learfield Communications, LLC, formerly Learfield IMG College, a billion-dollar media company that holds the media rights to hundreds of colleges in the US, including collegiate properties such as the NCAA and its 89 championships and NCAA Football. In May 2025, the Company launched the first activation under its strategic partnership with Learfield. This activation was for students and alumni at the University of Florida, one of Learfield’s media rights properties. In July 2025, the Company executed the second activation under its strategic partnership with Learfield, expanding on the success of the initial May 2025 event. This activation was conducted virtually and designed to engage students and alumni through a digital tournament centered around EA College Football 26, following the game’s national release. The event incorporated university-branded content and featured participation from student-athletes, further aligning with the Company’s Name, Image, and Likeness (“NIL”) engagement strategy. The Company believes these activations demonstrated its ability to scale digital experiences across collegiate communities and reinforced its commercial model for integrating sponsorship, branded content and messaging, and fan engagement at the intersection of gaming and college sports. The Company believes this partnership positions it to leverage Learfield’s college network and gain access to media rights and assets across nearly 200 universities, enabling physical and digital activations to generate sponsorship revenue and brand engagement opportunities, while giving the Company access to extensive datasets from diverse college campuses as the Company evolves into a scalable data insights revenue model, where the Company aims to enable brands to gain data insights to create enhanced, personalized and effective marketing campaigns. The Company further believes this partnership will contribute directly to its model through shared sponsorship earnings, while validating its marketing and data strategy for reaching college-aged Gen Z gamers. Through this, the Company plans to scale across Learfield’s properties, expanding brand partnerships in the gaming and esports spaces.
9
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
Management believes this strategic partnership is a strong indicator of growth in the coming years for tournament revenue. Until revenue from such tournaments provides sufficient and steady cash flow, management intends to raise funds through equity and debt offerings, and believes that the actions presently being taken to further implement its business plan will enable the Company to continue as a going concern. While the Company believes in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and raise additional funds as described.
Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses will not arise, management believes that the revenue to be generated from operations, together with equity and debt financing, will provide the necessary funding for the Company to continue as a going concern. However, the Company has earned no revenue through the nine months ended September 30, 2025, minimal revenue since inception, and management cannot guarantee that any potential debt or equity financing will be available or, if available, will be available on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of the accompanying condensed consolidated financial statements. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
On July 24, 2025, the Company entered into an
agreement to sell an aggregate of
Additionally, on September 2, 2025, the Company
invested $
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
10
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) and disclosures necessary for a fair statement of the Company’s financial position as of September 30, 2025 and the results of its operations for the nine months then ended. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other interim period or for any other future year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report within its Form 10-K filing. Interim disclosures generally do not repeat those in the annual statements. The Company and its subsidiaries operate as a single operating segment.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Segment Reporting
The Company follows the guidance in ASC Topic 280, “Segment Reporting”, for the identification and disclosure of reportable segments. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.
The Company’s CODM, who is its Chief Executive
Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing performance.
The Company manages its operations and evaluates financial performance as a single operating segment. Accordingly, the Company has determined
that it operates in
The Company’s operations are currently located in the United States, and substantially all revenues are derived from U.S. customers. Management will continue to evaluate the Company’s operations to determine if, in the future, changes in organizational structure or business activities require the identification of additional reportable segments.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The Company bases its estimates and assumptions on an ongoing basis using historical experience and other factors, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected.
Cash and Cash Equivalents
The Company considers all highly liquid investments
with maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2025, the Company had
$
Allowance for Credit Losses
Trade accounts receivable are stated net of an allowance for credit losses. The Company estimates the credit losses using historical information, current economic conditions and reasonable and supportable forecast information for a reasonable period of time. The Company starts by determining expected credit losses by using historical loss information based on the aging of receivables. An analysis of the current economic conditions along with forecast information is then used to determine any adjustment to the historical loss rates to determine the appropriate rates for future losses and the Company’s current expected credit losses for trade receivables. As of September 30, 2025 and December 31, 2024, there were no accounts receivable balances. As such, an allowance was not necessary.
11
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Offering Costs
Offering costs represent legal, accounting and
other direct costs related to the IPO, which closed on March 7, 2025. Prior to the close of the IPO, these costs were recognized as deferred
offering costs. These offering costs were reclassified to additional paid-in capital from deferred offering costs. These amounts are shown,
along with underwriters’ fees paid, net against IPO proceeds received in the amount of $
Further, during the nine months ended September 30, 2025, additional
offering costs of $
Lastly, the Company incurred an additional $
Subscription Receivable
The Company records share issuances at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on its balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 505-10-45-2, “Equity” — Other Presentation Matters, the subscription receivable is reclassified as a contra account to stockholders’ equity (deficit) on the condensed consolidated balance sheet.
During the nine and three months ended September
30, 2025, the Company received $
Employee Retention Tax Credit
The Coronavirus Aid, Relief, and Economic Security
Act (the “CARES Act”) provided an employee retention credit which was a refundable tax credit against certain employment taxes.
The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention
credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to
The Company has a tax credit receivable of $
Accounts Payable
Accounts payable consist of amounts due to vendors and service providers for goods and services received in the ordinary course of business. Accounts payable are recognized when the obligation to pay arises, typically upon receipt of goods or services and are recorded at their nominal amounts, which approximate fair value due to their short-term nature.
The Company’ standard payment terms with vendors generally range from net 15 to net 60 days. Discounts received from vendors for early payment are recognized when earned. Vendor discounts are recorded as a reduction of the related expense in the accompanying consolidated statements of operations. If such discounts are not clearly associated with a specific expense category, they are recorded as a reduction to cost of goods sold or, if immaterial, may be recognized as other income.
The Company reviews accounts payable regularly to ensure timely payment and to assess the need for accruals for goods or services received but not yet invoiced. At each reporting period, any unbilled amounts are accrued and reflected in accrued liabilities, and estimates are based on historical trends, vendor communication, and other relevant factors.
The Company does not maintain a formal policy for interest on past due payables and generally does not incur material penalties or interest expenses in the normal course of settling vendor obligations.
During the nine months ended September 30, 2025
and 2024, the Company recognized other income due to discounts granted by vendors in the amount of $
12
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk consist of cash and cash equivalents in financial institutions, which, at times, may exceed the Federal Depository Insurance
Coverage of $
Advertising and Marketing
The Company expenses advertising and marketing
costs as they are incurred. Advertising and marketing expenses were $
Fair Value Measurements
As defined in ASC 820, “Fair Value Measurements and Disclosures”, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
| Level 1: | Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2: | Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. | |
| Level 3: | Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. |
The carrying value of the Company’s financial instruments: cash, other receivables, accounts payable and accrued liabilities, and borrowings, approximate their fair values because of the short-term nature of these financial instruments.
Equity Awards with a Guaranteed Minimum-Value Cash Settlement - Technology Purchase Agreements
The Company evaluates its stock-based compensation
arrangements within the scope of ASC 718, “Compensation - Stock Compensation”. The Company has issued an equity award
with a guaranteed minimum-value cash settlement in accordance with the terms that were agreed upon by the Company in the Master Services
Agreement (“MSA”) with Artemis Ave LLC (“Artemis”) and the Software as a Service Agreement (the “SaaS”
Agreement) with EVEMeta, LLC (“EVEMeta”). Subsection ASC 718-10-20 defines these equity awards as combination awards. Under
this classification, the share grant is accounted for as an equity-classified award measured at grant-date fair value, and the cash-settled
written put option is liability classified and marked to fair value at each reporting period. Compensation costs for the share grant are
measured and fixed on the date of grant and recognized over the vesting period, which is consistent with the delivery of goods and services.
Compensation costs associated with the cash-settled written put option should be recognized over the vesting period based on the remeasured
fair value at each reporting period, which is consistent with the delivery of goods and services from the vendor, until settlement. To
value the cash-settled written put option, the Company remeasures the fair market value of the written put option via an appropriate option
pricing model in accordance with ASC 718, and records the appropriate liability as of each reporting period with a corresponding adjustment
to software expense. The Company determines the fair value of the liability using a Monte Carlo simulation model at each reporting period.
On May 12, 2025, the Company amended the Artemis MSA and EVEMeta SaaS agreements and removed the guaranteed minimum-value cash settlement
in exchange for cash payments totaling $
Please refer to Notes 4 and 5 for a detailed explanation of the terms of the technology purchase agreements.
13
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cloud Computing Arrangements - Technology Purchase Agreements
The Company applies the guidance under ASC 350-40, “Intangibles – Goodwill and Other-Internal-Use Software”, when evaluating the applicable accounting treatment for the purchase of technological products and services. The Company has determined that the MSA with Artemis and the SaaS agreement with EVEMeta constitute a cloud computing arrangement (“CCA”). The terms of the agreements provide for software development, which include CCA implementation costs, support and maintenance services, and the use of the EVEMeta compression software. The Company accounts for the CCA implementation costs in a different manner than the support and maintenance services from the Artemis agreement and the terms of the SaaS agreement with EVEMeta.
The Company capitalizes implementation costs associated
with its CCA consistent with costs capitalized for internal-use software. The stock-based payments provided in advance for implementation
costs are recorded as capitalized implementation costs as the services are rendered. Capitalized implementation costs related to the CCA
are included on the condensed consolidated balance sheets. The CCA implementation costs are amortized over the term of the related hosting
agreement, including renewal periods that are reasonably certain to be exercised. Amortization will begin only when the software is placed
into use and the amortization expense will be recorded as an operating expense. As of December 31, 2024, $
The costs associated with the support and maintenance
services and the use of the EVEMeta compression software are recorded as software expenses over the service period defined in the respective
agreements. As of December 31, 2024, $
Convertible Debt
The Company accounts for convertible debt instruments in accordance with the provisions of ASC 470-20, “Debt with Conversion and Other Options”. Under this guidance, convertible debt instruments that do not meet the criteria for separation of embedded conversion features from the host contract are accounted for as a single liability. If a convertible debt instrument contains embedded features (e.g., conversion options, redemption rights) that require separate accounting under ASC 815, the Company evaluates such features and bifurcates them as derivative liabilities when applicable. Issuance costs related to convertible debt are presented as a direct deduction from the carrying amount of the liability and are amortized to interest expense over the term of the debt using the effective interest method.
Shares Payable
The Company has incurred obligations that are
payable in shares of the Company’s equity. If shares are not issued to satisfy those obligations, a short-term liability is recognized
as a share payable. The Company has a share payable balance of $
14
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue Recognition” following the five step procedure:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when or as performance obligations are satisfied
The Company generates revenues mainly from advertising, sponsorship and league tournaments. An insignificant amount of revenue is generated through the operation of its live streaming platform using a revenue model whereby gamers and creators can get free access to certain live streaming of amateur tournaments, and gamers and creators pay fees or subscriptions to compete in league competitions. Streaming revenue amounts are recognized as live-streaming services on the condensed consolidated statements of operations and comprehensive income (loss).
Foreign Currency Translation
For the Company’s non-U.S. operations where the functional currency is the local currency, the Company translates assets and liabilities at exchange rates in effect at the balance sheet date and record translation adjustments in stockholders’ equity. The Company translates income statement amounts at average rates for the period. Transaction gains and losses are recorded in other (income) expense, net in the condensed consolidated statement of operations and comprehensive income (loss).
The Company recognized a gain on foreign currency from the settlement of a note payable for $
Comprehensive Income (Loss)
The Company reports comprehensive income (loss) and its components in its condensed consolidated financial statements. Comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments, affecting stockholders’ equity (deficit) that, under U.S. GAAP, is excluded from net income (loss).
Net Income (Loss) per Common Share
The computation of earnings per share (“EPS”) includes basic and diluted EPS in accordance with ASC 260, “Earnings per Share”. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the if-converted and treasury stock methods, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants have been exercised, and the proceeds have been used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. All outstanding convertible promissory notes and convertible preferred stock are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the shares issuable upon conversion have been excluded from the Company’s computation of net loss per common share for all periods except the three months ended September 30, 2025, since the Company recognized income in that period.
15
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The following table summarizes the securities that are excluded from
the diluted per share calculation because the effect of including these potential shares is anti-dilutive.
| As of September 30, | ||||||||
| 2025 | 2024 | |||||||
| Convertible Debt | — | |||||||
| Unvested Restricted Stock | ||||||||
| Shares Payable | ||||||||
| Convertible Preferred Stock | ||||||||
| Warrants | ||||||||
| Stock Options | ||||||||
| Total | ||||||||
As of September 30, 2025, no dividends have been declared since inception and all classes of BHHI’s stock do not have cumulative dividend features. As such, the Company did not include any adjustment to the net income (loss) for dividends.
The table below represents the calculation for both basic and diluted net income (loss) per share:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted-average Shares Outstanding – Basic | ||||||||||||||||
| Income (Loss) per share – Basic | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Increase to Net Income attributable to dilutive instruments | ||||||||||||||||
| Net Income available to Common Shareholders – Diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted-average Shares Outstanding – Basic | ||||||||||||||||
| Effect of Unvested Restricted Stock | ||||||||||||||||
| Effect of Shares Payable | ||||||||||||||||
| Effect of Convertible Preferred Stock | ||||||||||||||||
| Effect of Warrants | ||||||||||||||||
| Effect of Stock Options | ||||||||||||||||
| Weighted-average Shares Outstanding – Diluted* | ||||||||||||||||
| Income (Loss) per share – Diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| * |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company’s temporary differences result primarily from capitalization of certain qualifying research and development expenses, stock-based compensation, and net operating loss carryovers. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Company recognizes the effect of income tax
positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest
amount that is greater than
The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general and administrative expenses.
16
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company, with stockholder’s consent, elected to be taxed
as an “S Corporation” during the years prior to 2021 under the provisions of the Internal Revenue Code under Section 1362(a)
and comparable state income tax law. As an S Corporation, the Company is generally not subject to corporate income taxes and the Company’s
net income or loss is reported on the individual tax return of the stockholders of the Company. As a result of the UK Reorganization,
the Company was no longer eligible to elect an S Corporation status for tax purposes and was subject to tax filings as a C-Corporation
for the years ending 2021 through 2024. The Company filed all necessary Federal and State tax returns as a C-Corporation for the years
ending 2021 through 2024, and has accrued $
The Company identified its federal, New York state, and the United Kingdom tax returns as its “major” tax jurisdictions. The period for income tax returns that are subject to examination for the United Kingdom jurisdiction are 2021 through 2024. The periods 2022 through 2024 for income tax returns are subject to examination for the federal and New York state jurisdictions. The Company believes its income tax filing positions and deductions will be sustained on audit, and management does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded.
As of September 30, 2025, the Company had approximately
$
The Company recorded a valuation allowance in
the full amount of its net deferred tax assets since realization of such tax benefits has been determined by the Company’s management
to be less likely than not. The valuation allowance decreased $
The Company’s effective tax rate is
Stock-Based Compensation
The Company evaluates its stock-based compensation arrangements within the scope of ASC 718, “Compensation - Stock Compensation”. The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the grant, generally equal to the vesting period, and uses the straight-line method to recognize stock-based compensation. For stock options with performance conditions, the Company records compensation expense when it is deemed probable that the performance condition will be met. The Company measures the fair value of stock options and warrants granted to employees, directors, and non-employees using option pricing models, including the Black-Scholes-Merton (“Black-Scholes”) option-pricing model and Binomial Lattice models. The determination of the fair value of these instruments requires management to make certain estimates and assumptions that have a material impact on the amount of stock-based compensation expense recognized.
Key assumptions used in these models include expected volatility, expected term, risk-free interest rate, and expected dividend yield. Because the Company has a limited operating history and insufficient historical trading data to estimate expected volatility, the Company bases its volatility assumption on the historical volatilities of a group of comparable publicly traded companies within its industry. The risk-free interest rate is based on the yield of U.S. Treasury securities with maturities consistent with the expected term of the related option or warrant. The expected dividend yield is assumed to be zero, as the Company has not historically declared or paid dividends and does not anticipate doing so in the foreseeable future.
The Company uses the “simplified method” to estimate the expected term for stock options that have exercise prices issued at the money and are considered plain vanilla options, consistent with SEC Staff Accounting Bulletin Topic 14. For stock options with exercise prices that are out of the money, the Company uses a Binomial Lattice model, which incorporates assumptions about future exercise behavior and potential changes in stock price over the life of the award.
17
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company issued stock options exercisable into
Investment in Equity Securities
Investments in equity securities are accounted for under ASC 321 and reported at their readily determinable fair values as quoted by market exchanges, with changes in fair value recorded in other (income) expense in the condensed consolidated statements of operations and comprehensive income (loss). All changes in an equity security’s fair value are reported in earnings as they occur. As such, the sale of an equity security does not necessarily give rise to a significant gain or loss. Unrealized gains (losses) due to fluctuations in fair value are recorded in the condensed consolidated statements of operations and comprehensive income (loss).
Recently Issued but not yet Adopted Accounting Pronouncements
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740). This ASU requires the use of consistent categories and greater disaggregation in tax rate reconciliations and income taxes paid disclosures. These amendments are effective for fiscal years beginning after December 15, 2024 and for interim periods in fiscal years beginning after December 31, 2025. These income tax disclosure requirements can be applied either prospectively or retrospectively to all periods presented in the financial statements. Management is currently evaluating the impact of adopting this standard, and does not expect it to have a material impact on the financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for the Company for its fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard beginning with the fiscal year 2027 annual financial statements, and management is currently evaluating the impact this standard will have on the disclosures included in the notes to the financial statements.
In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU introduces a practical expedient, applicable to all entities, permitting the assumption that current conditions as of the balance sheet date remain unchanged over the remaining life of current accounts receivable and current contract assets arising from transactions under ASC 606. These amendments are effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The guidance is to be applied prospectively. The Company is currently evaluating the impact of ASU 2025-05 on its accounting estimates and allowance methodology. At this time, the Company has not yet determined the effect, if any, that adoption of this ASU will have on its consolidated financial position, results of operations, disclosures, or processes.
NOTE 3 — RELATED PARTY TRANSACTIONS
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
As of September 30, 2025, and December 31, 2024,
the Company had payables to the Company’s co-founder and Chief Executive Officer and the Company’s co-founder and Chief Operating
Officer for reimbursable expenses totaling $
18
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — COMMITMENTS AND CONTINGENCIES
The Company evaluates its business transactions and agreements during the course of business to identify whether any contingencies or commitments exist which would give rise to the recognition of a loss or liability. The Company is currently not involved with or knows of any pending or threatening litigation against the Company or any of its officers. Further, the Company is currently complying with all relevant laws and regulations and does not have any long-term commitments or guarantees.
Marketing Agreement
In March of 2024, the Company entered into a marketing
agreement with Outside the Box Capital, Inc. (“OTB Capital”) for marketing services to be provided for the six-month period
from May 1, 2024 to October 31, 2024. Compensation for these services will be $
Broncos Sponsorship Agreement
During 2023, the Company entered into a sponsorship
agreement with Stadium Management Company and the Denver Broncos. This resulted in marketing expenses totaling $
Cloud Computing Arrangements - Technology Purchase Agreements
On November 13, 2024 (the “Artemis Effective
Date”), the Company entered into a MSA with Artemis, a skilled technology company, whereby Artemis agreed to develop a proprietary
machine learning solution for the Company’s platform (the “Software”) and provide certain services. In exchange, the
Company agreed to issue
19
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — COMMITMENTS AND CONTINGENCIES (cont.)
The issuances of the Stock Consideration are accounted for as a combination award in accordance with the accounting provisions under ASC 718, “Compensation - Stock Compensation” and ASC 350-40, “Intangibles – Goodwill and Other-Internal-Use Software” as noted in Note 2, regarding the technology purchase agreements.
The Stock Consideration is classified as a combination of equity awards (referred to herein as Issuance of Common Stock for Services) or liability awards (referred to herein as Stock-Based Compensation Liability) in accordance with GAAP. The fair value of an equity-classified award is determined at the grant date and is either recognized as an expense to software expense, an operating expense, on a straight-line basis over the service period, or is capitalized as an implementation cost and amortized to software expense over the useful life of the cloud computing arrangement once the software is placed in use. Whether the amount is expensed or capitalized is based on the respective statement of work in each agreement, the value attributed to each and the realization of those services. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are either recorded to software expense, an operating expense, on a straight-line basis over the service period, or capitalized as an implementation cost and amortized to software expense over the useful life of the cloud computing arrangement once the software is placed in use. Changes in the fair value of liability-classified awards do not result in an impact to the Company’s stockholders’ equity (deficit) balance.
As of December 31, 2024, the Company only recognized
the par value of the shares that were issued and has recorded $
The Company recognized the following amounts in total non-employee stock-based compensation costs in relation to the Stock Consideration issued for the technology purchase agreements for the nine and three months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Stock Consideration - Total Expensed | $ | $ | $ | $ | ||||||||||||
| Stock Consideration - Total Capitalized | $ | $ | $ | $ | ||||||||||||
Equity-Classified Awards
The Company recognized the following amounts in non-employee equity-classified stock-based compensation costs for the nine and three months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Equity-Classified Awards - Expensed | $ | $ | $ | $ | ||||||||||||
| Equity-Classified Awards - Capitalized | $ | $ | $ | $ | ||||||||||||
As of September
30, 2025, there was $
20
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4 — COMMITMENTS AND CONTINGENCIES (cont.)
Liability-Classified Awards
The Company recognized the following amounts in non-employee liability-classified stock-based compensation costs for the nine and three months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Liability-Classified Awards - Expensed | $ | $ | $ | $ | ||||||||||||
| Liability-Classified Awards - Capitalized | $ | $ | $ | $ | ||||||||||||
On May 12, 2025, the Company executed an amendment
to the MSA with Artemis. The amendment eliminated the minimum share price guarantee, therefore no longer requiring the Company to guarantee
a minimum return of $
On the same day, the Company executed an amendment
to the SaaS Agreement with EVEMeta. The amendment eliminated the minimum share price guarantee, therefore no longer requiring the Company
to guarantee a minimum return of $
On May 12, 2025, the Company completed a fair
value measurement valuation for the cash settlement provision, the liability classified award, using a Monte Carlo simulation model and
determined a total fair value of $
As of May 12, 2025, the Company recognized a stock-based
compensation liability of $
NOTE 5 — STOCKHOLDERS’ EQUITY
Capital Structure
On December 3, 2021, BHHI was incorporated
and the Company authorized
In
July of 2025, the Company filed a certificate of designation and a subsequent amendment to the certificate of designation with the Secretary
of State of the State of Delaware to designate
21
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
Initial Public Offering
On February 14, 2025, the Company received its
notice of effectiveness from the SEC and became a public company. On March 5, 2025, the Company entered into a material definitive agreement
in the form of an underwriting agreement with Kingswood as representative of the underwriters named therein, for the offer and sale of
On March 6, 2025, the Company’s shares began trading on Nasdaq under the symbol “TBH” and on March 7, 2025, the Company filed its prospectus with the SEC and completed its IPO.
On March 10, 2025, Kingswood, as representative
of the underwriters, exercised in full its option to purchase an additional
Offering costs represent legal, accounting and
other direct costs related to the IPO, which closed on March 7, 2025. Prior to the close of the IPO, these costs were recognized as deferred
offering costs. These direct offering costs were reclassified to additional paid-in capital from deferred offering costs. The Company
recorded $
Incentive Award Plan
On June 11, 2024, the Company’s Board of Directors adopted the 2024 Omnibus Incentive Plan (“Stock Incentive Plan”), which was approved by its stockholders on June 13, 2024. On December 31, 2024 the Company’s Board of Directors adopted the Stock Incentive Plan, which was approved by the Company’s stockholders on January 30, 2025. The Stock Incentive Plan became effective on February 13, 2025. The Stock Incentive Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code (“Code”) to the Company’s employees, and for the grant of stock options (including incentive stock options (“ISOs”) and non-qualified stock options (“NSOs”), SARs, restricted stock, restricted stock units (“RSUs”), and other stock-based and cash-based incentive awards, and other stock-based performance awards to the Company’s employees, directors, and consultants (collectively, “Awards”).
A total of
Shares with respect to which options or SARs are not exercised prior to termination of the option or SAR, shares that are subject to restricted stock units which expire without converting to Common Stock, and shares of restricted stock which are forfeited before the restrictions lapse, shall be available for grants of new Awards under the Stock Incentive Plan. Notwithstanding the foregoing, neither (i) shares accepted by the Company in payment of the exercise price of any option, if permitted under the terms of such option, nor (ii) any shares withheld from a participant, or delivered to the Company in satisfaction of required withholding taxes arising from Awards, nor (iii) the difference between the total number of shares with respect to SAR, shall be available for reissuance under the Stock Incentive Plan.
22
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
Awards granted under the Stock Incentive Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity directly or indirectly acquired by the Company will not reduce the shares available for grant under the Stock Incentive Plan. However, any such shares issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as incentive stock options shall be counted against the aggregate number of shares of Common Stock available for Awards of incentive stock options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder-approved plan of an entity directly or indirectly acquired by the Company may be used for Awards under the Stock Incentive Plan and shall not reduce the number of shares of Common Stock available for issuance under the Stock Incentive Plan.
The Compensation Committee of the Company’s Board of Directors will administer the Stock Incentive Plan (the “Administrator”). Each Award will be set forth in a separate agreement and will indicate the type and terms and conditions of the Award. Compensation for grants of awards will be determined in accordance with the Company’s stock-based compensation policy.
As of September 30, 2025, the Company has issued
stock options to Executives, an employee, Directors and a contractor of the Company with options reserved in the Stock Incentive Plan
to purchase a total of
Underwriter Warrants
Pursuant to the underwriting agreement, the Company
issued to the underwriters on the closing date of the IPO (the “Closing Date”), warrants (the “Underwriter Warrants”)
to purchase an aggregate of
The Underwriter Warrants are classified as equity instruments in accordance with ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. The warrants are considered indexed to the Company’s own stock and meet the equity classification criteria under GAAP.
The fair value of the underwriter warrants was estimated using the Black-Scholes option pricing model, a Level 3 measurement, with the following assumptions:
| ● | Stock Price: | $ | |
| ● | Risk-free interest rate: | ||
| ● | Expected term: | ||
| ● | Expected volatility: | ||
| ● | Dividend yield: |
The estimated fair value of the Underwriter Warrants
on the grant date was approximately $
The Company does not have liability classified warrants.
23
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
Stock Options
During the nine months ended September 30, 2025,
the Company issued stock options (“Options”) to Executives, an employee, Directors and a contractor of the Company to purchase
a total of
The Options are classified as equity instruments and accounted for in accordance with ASC 718, “Compensation - Stock Compensation”.
The fair value of the at-the-money options was estimated using the Black-Scholes option pricing model, a Level 3 measurement, with the following assumptions:
| ● | Stock Price: | $ | |
| ● | Risk-free interest rate: | ||
| ● | Expected term: | ||
| ● | Expected volatility: | ||
| ● | Dividend yield: |
The fair value of the out-of-the-money options was estimated using the Binomial Lattice option pricing model, a Level 3 measurement, with the following assumptions:
| ● | Stock Price: | $ | |
| ● | Risk-free interest rate: | ||
| ● | Expected term: | ||
| ● | Expected volatility: | ||
| ● | Dividend yield: |
| ● | Exercise Multiple to Strike Price: |
| ● | Derived Service Period: |
The
estimated fair values of the Options on the grant dates were within a range of $
24
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
The following is an analysis of BHHI stock options issued as compensation:
| Nonvested Shares | Weighted Average Exercise Price | |||||||
| Nonvested shares, December 31, 2024 | $ | |||||||
| Granted | $ | |||||||
| Vested | $ | |||||||
| Forfeited | $ | |||||||
| Nonvested shares, March 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested shares, June 30, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested shares, September 30, 2025 | $ | |||||||
Stock Issuances
In March of 2024, the Company sold
During the nine months ended September 30,
2024, the Company incurred an additional $
During the nine months ended September 30, 2024,
the Company issued shares payable to vendors and contractors and shares in connection with the issuance of convertible debt securities,
which were designated as equity kicker shares, and made up the balance of shares payable in prior periods. A total of
On November 13, 2024, the Company entered into
a MSA with Artemis to develop software for the Company and provide certain services. Please refer to Note 4. As of September 30, 2025,
During the nine and three months ended September
30, 2025, $
25
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
In December of 2024, the Company sold
In March of 2025, the Company’s Board of
Directors issued their unanimous consent to issue shares in connection with several transactions and the Company issued those shares.
The Company authorized and issued
In March of 2025, the Company authorized and issued
In accordance with the Marketing agreement detailed
in Note 4, $
In April of 2025, the Company also issued
Restricted Stock Agreements
BHI, and therefore the Company, entered into Restricted Stock Purchase Agreements (“RSPA”) with various employees and advisors. The share exchanges that occurred during 2021 and 2022 have an effect on the number of restricted shares that are vested and unvested as of the end of each respective reporting period.
During the year ended December 31, 2020,
BHI also entered into various RSPAs with an employee and
On February 10, 2022, the Company issued
a restricted stock award to its outside legal counsel for
26
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
The following is an analysis of BHI and BHHI shares of Common Stock issued as compensation subsequent to the US Reorganization and presented entirely as BHHI Common Stock:
| Nonvested Shares | Weighted Average Fair Value | |||||||
| Nonvested shares, December 31, 2024 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested shares, March 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested shares, June 30, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | $ | |||||||
| Nonvested shares, September 30, 2025 | $ | |||||||
Private Investment into Public Entity (PIPE)
On July 24, 2025, the Company entered into a Securities
Purchase Agreement (the “Securities Purchase Agreement”) with twelve accredited investors (the “Investors”) for
a private investment in public equity (the “PIPE Offering”) of
The PIPE Offering closed on July 30, 2025, with
aggregate gross proceeds totaling $
The exercise price and number of shares of Common Stock issuable upon
exercise of the PIPE Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar
events affecting the Common Stock and the exercise price. Subject to limited exceptions, the Investors may not exercise any portion of
the PIPE Warrants to the extent that the Investors would beneficially own more than
Revere
Securities, LLC acted as placement agent (the “Placement Agent”) in connection with the PIPE Offering, pursuant to that certain
Placement Agent Agreement, dated as of July 24, 2025, between the Company and the Placement Agent, pursuant to which the Company paid
the Placement Agent a total of $
27
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 5 — STOCKHOLDERS’ EQUITY (cont.)
In connection with the PIPE Offering and as a
pre-condition to effecting the PIPE Offering through Revere Securities, LLC, the Company entered into an agreement to terminate its exclusive
engagement with H.C. Wainwright & Co., LLC for professional services allowing the Company to proceed with the PIPE Offering. As consideration
for the termination, the Company issued
The fair value of the PIPE Warrants, Placement Agent Warrants and H.C. Wainwright Warrants was estimated using the Black-Scholes option pricing model, a Level 3 measurement, with the following assumptions:
| ● | Stock Price: | $ |
| ● | Risk-free interest rate: | ||
| ● | Expected term: | ||
| ● | Expected volatility: | ||
| ● | Dividend yield: |
The estimated fair values of the warrants on
the grant dates were within a range of $
During the period from October 1, 2025
to November 12, 2025, holders of the Series B Preferred Stock converted a total of
Common Stock Awards - PIPE
During the nine and three months ended September
30, 2025, the Company made two grants for
Par Value Adjustment - Common Stock
During the three months ended September 30, 2025,
the Company recorded a reclassification within stockholders’ equity (deficit) to correct the allocation between Common Stock and
Additional Paid-In Capital. This adjustment ensured that the Common Stock account reflects the number of shares issued and outstanding
multiplied by the par value. Following this reclassification, the ending balance of Common Stock was $
NOTE 6 — DEBT
Convertible Debt
The Company issued convertible debt during 2022
through May of 2024 under its initial round of convertible debt. The balance of convertible debt as of December 31, 2024 was $
During 2024, the Company issued convertible debt
in the form of original issue discount convertible promissory notes. These notes provide investors with a
28
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 — DEBT (cont.)
During the nine and three months ended September
30, 2024, the Company extended the maturity date of the debt and incurred an additional $
In connection with the completion of the IPO
on March 7, 2025, which was deemed a qualifying financing event, the Company converted the total balance due to all holders of the original
issue discount convertible promissory notes. The actual date of conversion of the notes was completed on March 6, 2025. The total amount
that was converted was $
Notes Payable
In June of 2024, the Company received a loan in the amount of $
During August and September of 2024, the Company
raised $
In November of 2024, the Company raised $
The Company entered into a loan agreement with
one of its shareholders on February 5, 2025 for an amount totaling $
29
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 — DEBT (cont.)
Confidential Release and Final Agreement
From January through March of 2025, the Company
borrowed money from shareholders of the Company to pay for expenses in connection with the IPO. Total proceeds of $
In March of 2025, the Company entered into a confidential
release and final agreement to settle all loan amounts and interest payable to these shareholders with a total payment of $
Convertible Debt - December 2024
In December of 2024, the Company raised $
Loan repayment options included the proceeds of
the Company’s IPO, which occurred on March 6, 2025 and was the earliest of all other options. The lender had the option to convert
the debt into shares of the Company’s common stock but, instead, the repayment of the loan principal of $
In March of 2025, the Company raised an additional
$
30
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 7 — REVENUE RECOGNITION
The Company recognizes revenue from the sale of products and services in accordance with ASC 606, “Revenue from contracts with Customers”.
The Company generates revenues from advertising, sponsorship and league tournaments, and through the operation of its live streaming platform using a revenue model whereby gamers and creators can get free access to certain live streaming of amateur tournaments, and gamers and creators pay fees or subscriptions to compete in league competitions. The Company enters into contracts which may include combinations of products, support and professional services, which may be accounted for as separate performance obligations with differing revenue recognition patterns.
At the end of September 30, 2025 and December 31, 2024, the Company did not have any contract assets or liabilities arising from contracts with customers. This was due to the fact that all service agreements for tournaments were entered into and completed in the same period.
Performance Obligations
The Company earns the majority of its revenue from hosting video gaming tournaments. The main performance obligation has been organizing and executing these tournaments. There are many different deliverables that are noted or implied in these contracts with customers including but not limited to, planning the event, identifying vendors and locations, completing administrative tasks, managing the event staff, coordinating the tournaments, and executing sponsorship advertisement. Contracts vary in length and extent of deliverables. Some tournaments are single events, while others require the Company to have qualifiers leading up to a championship event. In the case of contracts for longer tournament deliverables, the Company has identified each qualifier and each championship event as performance obligations. For single event contracts, the performance obligation is the execution of the event. These performance obligations are met once the tournaments are hosted and completed.
In the case of revenue earned from the Twitch Affiliate Program, the Company’s performance obligations is to create content and maintain a channel to which (i) customers can subscribe, (ii) ads can be played to viewers by Twitch to generate revenue and (iii) customers can use bits. These performance obligations are monitored by Twitch and the Company receives the revenue from those obligations. On a monthly basis, the Company receives from Twitch its respective portion of the revenue generated by its content. This source of revenue is insignificant and not a main source of income for the Company.
Judgments and Estimates
The Company’s contracts include commitments to transfer tournament hosting and a gaming community platform service that customers can subscribe to. Judgment is required to allocate the transaction price to each performance obligation. The Company has carefully evaluated the timing of when the completion of performance obligations occurs for tournament hosting revenue and has determined that it occurs at the point in time in which the event has been completed. For single event tournaments, the Company determines the transaction price to be the contracted amount and allocates that price to the single performance obligation. In the case of tournaments with multiple events and performance obligations, the Company evaluates the magnitude of the performance obligations to make an estimate of the allocation of the transaction price (total contract amount) to the multiple performance obligations. It is the Company’s judgment that the transaction price for multiple event tournaments is allocated evenly throughout each of the total qualifier and championship match events. The reasoning is because at each event, there is no distinguishable difference in the amount of advertising and/or other obligations that are performed and thus, service that is provided for the customer.
In the case of subscription revenue, which is recognized over time, the Company has determined that the revenue is earned ratably over the period of the subscription. Revenue is recognized evenly over the subscription period because there is no discernable difference in the amount of service that is provided in each of the days within the subscription period.
Costs to Obtain or Fulfill a Contract
The revenue recognition standard requires the capitalization of certain incremental costs of obtaining a contract. These typically are represented by commission expenses. Prior to the Company’s adoption of the new revenue standard, commission expenses would be recognized in the period incurred. Under the revenue recognition standard, the Company is required to recognize these expenses over the period of benefit associated with these costs. This results in a deferral of certain commission expenses each period. There were no deferred commissions related to contracts that were or were not completed prior to September 30, 2025 and December 31, 2024. The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year.
31
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 — SEGMENT REPORTING
The Company and its subsidiaries manage its business activities on a consolidated basis and operate as a operating segment (the “Gaming” segment). The Company is a vertically integrated social network for college gaming and its mission is to create a community which empowers gamers, streamers, and fans to interact with one another. The Company’s platform, which focuses on building a centralized gaming experience for non-professional college gamers and their fans, achieves this by allowing college students to compete against one another, support their favorite gamers and teams, and win prizes. The accounting policies of the Gaming segment are the same as those described in Note 2 – Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2024.
The Company’s CODM is our Chief Executive Officer, Lavell Juan Malloy, II. The CODM uses net income (loss), as reported on our condensed consolidated statements of operations and comprehensive income (loss), in evaluating performance of the Gaming segment and determining how to allocate resources of the Company as a whole. The CODM does not review assets in evaluating the results of the Gaming segment, and therefore, such information is not presented.
The following table provides the operating financial results of our Gaming segment:
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
| Less: Significant and Other Segment Expenses | ||||||||||||||||
| Cost of Sales | ||||||||||||||||
| Advertising and Marketing | ||||||||||||||||
| Legal and Professional | ||||||||||||||||
| Selling, General and Administrative | ||||||||||||||||
| Software Expense | ||||||||||||||||
| Software Development | ||||||||||||||||
| Stock-Based Compensation | ||||||||||||||||
| Interest Expense and Amortization of Debt Discount | ||||||||||||||||
| Other Income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Other Expense - Stock-Based Compensation Liability | ||||||||||||||||
| Foreign Currency Loss | ( | ) | ||||||||||||||
| Net Unrealized Gain on Equity Securities | ( | ) | ( | ) | ||||||||||||
| Provision for Income Taxes | ||||||||||||||||
| Segment Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
NOTE 9 — FAIR VALUE MEASUREMENTS
Cloud Computing Arrangements - Technology Purchase Agreements
In accordance with ASC 820, “Fair Value Measurements and Disclosures”, the Company uses various inputs to measure the fair value of its stock-based compensation liability resulting from the cash-settled written put options related to the MSA with Artemis and the SaaS with EVEMeta on a recurring basis to determine the fair value of these liabilities. The Company determines the fair value of the stock-based compensation liability using a Monte Carlo simulation.
Further, as of May 12, 2025, the Company completed
a fair value measurement for the cash settlement provision of its agreements with Artemis and EVEMeta, the liability classified award,
using a Monte Carlo simulation model as a result of the amendment of the agreements and determined a total fair value measurement of $
32
BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 9 -- FAIR VALUE MEASUREMENTS (cont.)
The following table presents changes in Level
3 liabilities measured at fair value for the nine months ended September 30, 2025.
| Stock-Based Compensation Liability | ||||
| Balance as of December 31, 2024 | $ | |||
| Change in fair value - Capitalized Implementation Costs | ||||
| Change in fair value - Software Expense | ||||
| Balance as of March 31, 2025 | $ | |||
| Change in fair value - Capitalized Implementation Costs | ||||
| Change in fair value - Software Expense | ||||
| Settlement of Stock-Based Compensation Liability | ( | ) | ||
| Balance as of June 30, 2025 | $ | |||
| Balance as of September 30, 2025 | $ | |||
The key inputs for the Monte Carlo simulation for the stock-based compensation liability as of May 12, 2025 were as follows:
| Stock-Based Compensation Liability: Key Valuation Inputs* | ||||
| Valuation Date Stock Price | $ | |||
| Volatility | % | |||
| Risk-Free Rate | % | |||
| Credit Risk Adjusted Rate | % | |||
| Time period (years) | ||||
| * |
Private Investment into Public Entity (PIPE)
On July 24, 2025, the Company entered into a Securities Purchase Agreement
with investors for the PIPE Offering of
The fair value of the PIPE Warrants, Placement Agent Warrants and H.C. Wainwright Warrants was estimated using the Black-Scholes option pricing model, a Level 3 measurement. Please refer to the PIPE section in Note 5.
Pre-Funded Warrants
On September 2, 2025, the Company invested $
The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Investment in Equity Securities | $ | $ | $ | $ | ||||||||||||
| December 31, 2024 | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| Investment in Equity Securities | $ | $ | $ | $ | ||||||||||||
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BRAG HOUSE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10 — INVESTMENTS
In September 2025, the Company entered into a
Securities Purchase Agreement with CleanCore Solutions, Inc. (“CleanCore”), a Nevada corporation, to invest in Pre-Funded
Warrants representing the right to acquire shares of CleanCore’s Class B Common Stock at a nominal exercise price of $
The Pre-Funded Warrants were fully funded upon
issuance and exercised on November 10, 2025 at a nominal exercise price for CleanCore’s Class B Common Stock, following the completion
of all required corporate approvals, including an amendment to CleanCore’s articles of incorporation authorizing additional shares.
The Warrants are non-redeemable and economically equivalent to shares of common stock, with a beneficial ownership limitation of
The investment is accounted for as an equity security under ASC 321, Investments – Equity Securities, and is measured at the fair value of the consideration that was transferred, with changes in fair value recognized in earnings. As of September 30, 2025, the investment had a carrying value of $
NOTE 11 — SUBSEQUENT EVENTS
The Company has evaluated events and transactions subsequent to September 30, 2025 through the date these condensed consolidated financial statements were included on Form 10-Q and filed with the SEC. Other than the matters described below, there are no additional subsequent events identified that would require disclosure in the condensed consolidated financial statements.
The Merger Agreement
The Company entered into a Merger Agreement dated as of October 12, 2025, by and among the Company, House of Doge, and the Merger Sub. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the respective boards of directors of both Brag House and House of Doge. Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, among other things, House of Doge will merge (the “Merger”) with and into Merger Sub, with House of Doge continuing as the surviving entity and a wholly owned subsidiary of the Company.
In exchange for the outstanding shares of the
House of Doge’s common stock and outstanding restricted stock units (“RSUs”), Brag House will issue shares of its common
stock and a new class of preferred stock (that will be convertible into shares of common stock) and RSUs constituting an aggregate of
approximately
Promissory Note
On
October 14, 2025, in connection with the Merger Agreement, the Company executed a promissory note with House of Doge for a loan of $
Pre-Funded Warrants
On November 10 , 2025, the Company
exercised all outstanding Pre-Funded Warrants for shares of CleanCore’s Class B Common Stock. As a result, the Company was issued
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following management’s discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our condensed unaudited financial statements and the notes presented herein included in this Form 10-Q and the audited financial statements and the other information set forth in the 2024 Form 10-K. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties including, but not limited to, those set forth below under “Risk Factors” and elsewhere herein, and those identified under Part I, Item 1A of our 2024 Form 10-K. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.
Business Overview
Brag House is a mission-driven organization that utilizes a diversified business strategy to operate a vertically integrated platform designed for casual college gamers to drive community-driven gaming experiences anchored in the college sports culture, while creating authentic pathways for brands to connect with our Gen Z audience.
Brag House is a Delaware corporation formed in December 2021. 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, and formed our indirect wholly-owned subsidiary, BHI. At that time, our co-founders believed that a significant amount of industry resources were focused predominantly on competitive and professional gamers, much to the detriment of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained our focus on the casual college gaming segment and 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. Our vertically integrated approach combines gamer recruitment, facilitation of community engagement and content creation, live-stream production and tournament host activities.
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 with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens reward system, and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe we are strongly positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since we launched through September 30, 2025, reaching nearly 1,400,000 video views of our Brag House content on video platforms including X (formerly known as Twitter), TikTok, Meta, Twitch and YouTube. From 2020 through 2024, the Company’s video views increased by 148% year-over-year. We have also generated nearly 8.5 million impressions and video views since inception. From 2020 through 2024, the Company’s impressions increased by 57% year-over-year. The Company expects that its video views and impressions will continue to grow in the fourth quarter of 2025, potentially at a rate comparable to or exceeding prior quarters; however, actual results could differ materially from these expectations. Additionally, since 2022, 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.
We are focused on creating an organic and inclusive community which facilitates personalized experiences. 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 do this by offering brand sponsors and advertisers an exclusive marketing channel to reach elusive Gen Z and Millennial gamers and creators, while offering players ways to access exclusive tournaments and programming.
In fiscal year 2024, we remained focused on refining our core technology platform, expanding sponsor relationships, and preparing for our IPO, which closed in March 2025.
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In May 2025, we launched the first activation under our strategic partnership with Learfield, beginning with the University of Florida. This effort includes event planning, brand asset integration, student athlete involvement, and cross-channel marketing. We believe these activations represent a cornerstone of our digital advertising growth strategy.
Additionally, Post-IPO, we began execution of our development plan with our technology partners, Artemis and EVEMeta. These developments include a focus on building a scalable data insights monetization SaaS model, with a beta version expected in Q1 2026. 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.
We continue to manage costs associated with our platform and obligations as a public company while investing in revenue-generating infrastructure. We are also exploring cost-efficient marketing methods to optimize awareness while maintaining efficient customer acquisition costs with a focus on high ROI.
Key near-term objectives include:
| ● | Scaling Learfield-based activations across additional universities under Learfield’s media rights. |
| ● | Launching digital activations with rewards through Loyalty Tokens and Bragging Functionality. |
| ● | Advancing technological development modules to operational beta. |
Organization
We were formed as a Delaware corporation in December 2021.
Brag House, Inc. (“BHI”), the Company’s wholly owned indirect subsidiary and the entity through which our operations are primarily conducted, was formed as a Delaware corporation in February 2018.
On June 11, 2021, Brag House, Ltd. (“BHL”) was registered in the United Kingdom. Their principal offices are located at 7 – 9 Swallow Street, London W1B 4DE, United Kingdom.
On August 16, 2021, BHL acquired all of the 10,000,000 issued and outstanding BHI shares held by BHI shareholders on a one for 14.07 basis (rounded to the nearest whole number) in exchange for 140,700,000 ordinary shares of £0.0001 in BHL, making BHI a wholly owned subsidiary of BHL (“UK Reorganization”).
Following the UK Reorganization, the board of directors of BHL determined that it was in the best interests of BHL and its shareholders that an initial public offering in the United States and concurrent listing on The Nasdaq Stock Market (“Nasdaq”) be pursued. To effect that proposed initial public offering and listing on Nasdaq, in December 2021, the Company was formed. On February 8, 2022, the Company approved a reorganization, in which the shareholders of BHL would exchange their ordinary shares and preference shares of BHL for a proportionate number of common and preferred shares in the Company on a 21 to 1 basis (“U.S. Reorganization”). Immediately following the U.S. Reorganization, BHL became the wholly-owned subsidiary of the Company, and BHI became the indirect wholly-owned subsidiary of the Company.
We anticipate that BHL will be wound down and dissolved as soon as reasonably practicable.
We effected a 1 for 5.1287 consolidation of our issued and outstanding Common Stock and Preferred Stock on June 14, 2024, (the “Original Reverse Split”). On October 11, 2024, we canceled the Original Reverse Split and filed an amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1 for 2.43615 consolidation of our issued and outstanding Common Stock and Preferred Stock (the “Reverse Split”). Any future redemption of stock options or warrants for options or warrants that were granted prior to October 11, 2024 will also reflect the Reverse Split. The Company began the process to pay for the Fractional Shares, which total $85.81, to its shareholders that were affected by the Reverse Split. This Quarterly Report gives effect to the cancellation of the Original Reverse Split and the effectiveness of the Reverse Split. Except where otherwise indicated, all share and per share data in this Annual Report have been retroactively restated to reflect the Reverse Split.
On July 25, 2025, the Company filed a certificate of designation with the Secretary of State of the State of Delaware to designate 15,000 shares of the available 25,000,000 shares of Preferred Stock as Series B Preferred Stock. On July 30, 2025, the Company closed its PIPE Offering and issued all 15,000 shares of Series B Preferred Stock.
On October 9, 2025, Brag House Merger Sub, Inc. (“Merger Sub” or “BHMS”), a wholly owned subsidiary of the Company, was formed as a Delaware corporation.
Our principal executive offices are located at 45 Park Street, Montclair, NJ 07042 and our telephone number is 413-398-2845. Our website address is www.braghouse.com. The investor relations portion of our website is available at corp.braghouse.com. The references to our website addresses do not constitute incorporation by reference of the information contained at or available through our websites, and you should not consider it to be a part of this Quarterly Report. We have included our website addresses in this Quarterly Report solely as inactive textual references.
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Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Results of Operations
Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Revenue
Revenue for the nine months ended September 30, 2025 and 2024 was $0 and $55, respectively. Revenues for the periods presented consisted of the following: live-streaming services. This decrease in revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the nine months ended September 30, 2025. The Company had no tournament revenue for the nine months ended September 30, 2025 and 2024. The live streaming revenue referenced above represents an insignificant source of revenue for the Company.
Tournament revenue consists of money earned from tournament sponsors. The Company’s other revenue comes from revenue earned on the Twitch streaming platform through the Company’s enrollment in the Twitch Affiliate Program. The affiliate program allows the Company to earn revenue from advertising provided to viewers on the channel. The Company streams live events, and their channel may also include past tournaments that can be watched as a Video on Demand (“VOD”). Additionally, the Company generates subscription revenue for users who subscribe to Brag House’s Twitch live-streaming channel. Live-streaming service revenue is not considered tournament revenue since it is not directly attributed to money earned from tournament sponsors and is not received from such sources. This revenue is tracked, determined, and disbursed to the Company directly by Twitch.
Operating Expenses
Operating expenses for the nine months ended September 30, 2025 and 2024 were $3,856,687 and $1,260,063, respectively, and in the nine months ended September 30, 2025, consisted mainly of selling, general and administrative expenses of $1,595,02 7, legal and professional fees of $843,712, stock-based compensation of $700,140, advertising and marketing costs of $475,972, software expenses of $240,215 and software development expenses of $1,621. In the nine months ended September 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $457,362, legal and professional fees of $486,262, stock-based compensation on restricted stock agreements of $137,006, advertising and marketing costs of $160,478, software expenses of $0 and software development expenses of $18,955. This represents an increase of $1,137,665 in selling, general and administrative expenses, an increase of $357,450 in legal and professional fees, an increase of $563,134 in stock-based compensation, an increase of $315,494 in advertising and marketing costs , an increase of $240,215 in software expenses and a decrease of $17,334 in software development expenses. The increase in operating expenses during the nine months ended September 30, 2025 was mainly attributed to increased spending in operations with the completion of the IPO in March of 2025.
Other Income and Expenses
Other income and expenses for the nine months ended September 30, 2025 and 2024 was a net other income of $3,624,433 and a net other expense of $1,740,710, respectively, and in the nine months ended September 30, 2025, consisted mainly of interest expense and amortization of debt discount of $438,709, other expense - stock-based compensation liability of $133,331, other income of $162,441, other expenses of $46,405 and net unrealized gain on equity securities of $4,080,000. In the nine months ended September 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $1,985,213, other expense - stock-based compensation liability of $0, other income of $245,269 and other expenses of $0. This represents a decrease of $1,546,504 in interest expense and amortization of debt discount, an increase of $133,331 in other expense - stock-based compensation liability, a decrease of $82,828 in other income, an increase of $46,405 in other expenses and an increase of $4,080,000 in net unrealized gain on equity securities.
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Three Months Ended September 30, 2025 as Compared to the Three Months Ended September 30, 2024
Revenue
Revenue for the three months ended September 30, 2025 and 2024 was $0. The lack of revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the three months ended September 30, 2025. The Company had no tournament revenue for the three months ended September 30, 2025 and 2024. The live streaming revenue referenced above represents an insignificant source of revenue for the Company.
Tournament revenue consists of money earned from tournament sponsors. The Company’s other revenue comes from revenue earned on the Twitch streaming platform through the Company’s enrollment in the Twitch Affiliate Program. The affiliate program allows the Company to earn revenue from advertising provided to viewers on the channel. The Company streams live events, and their channel may also include past tournaments that can be watched as a Video on Demand (“VOD”). Additionally, the Company generates subscription revenue for users who subscribe to Brag House’s Twitch live-streaming channel. Live-streaming service revenue is not considered tournament revenue since it is not directly attributed to money earned from tournament sponsors and is not received from such sources. This revenue is tracked, determined, and disbursed to the Company directly by Twitch.
Operating Expenses
Operating expenses for the three months ended September 30, 2025 and 2024 were $1,630,481 and $549,438, respectively, and in the three months ended September 30, 2025, consisted mainly of selling, general and administrative expenses of $713,416, legal and professional fees of $374,943, stock-based compensation of $344,569, advertising and marketing costs of $182,216, software expenses of $14,880 and software development expenses of $457. In the three months ended September 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $113,566, legal and professional fees of $224,510, stock-based compensation of $44,974, advertising and marketing costs of $160,270, software expenses of $0 and software development expenses of $6,118. This represents an increase of $599,850 in selling, general and administrative expenses, an increase of $150,433 in legal and professional fees, an increase of $299,595 in stock-based compensation, an increase of $21,946 in advertising and marketing costs, an increase of $14,880 in software expenses and a decrease of $5,661 in software development expenses. The increase in operating expenses during the three months ended September 30, 2025 was mainly attributed to increased spending in operations with the recent completion of the IPO in March of 2025.
Other Income and Expenses
Other income and expenses for the three months ended September 30, 2025 and 2024 was net other income items of $4,171,117 and net other expenses of $460,620, respectively, and in the three months ended September 30, 2025, consisted mainly of other income of $91,131 and net unrealized gain on equity securities of $4,080,000. In the three months ended September 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $704,239 and other income of $244,235. This represents a decrease of $704,239 in interest expense and amortization of debt discount, a decrease of $153,104 in other income and an increase in net unrealized gain on equity securities of $4,080,000.
Liquidity and Capital Resources
As of September 30, 2025 and December 31, 2024 the Company had $9,595,577 and $29,228 in cash, respectively, and a working capital surplus of $8,132,577 and deficit of $9,675,586, respectively. The Company’s liquidity needs up to September 30, 2025 were satisfied through proceeds from the sale of equity in the Company’s IPO, convertible debt, notes payable, bridge loans , and PIPE Offering in which it sold shares of Series B Preferred Stock and issued warrants.
The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $14,879,956 and $14,647,702, respectively. For the nine months ended September 30, 2025 and 2024 the Company had a net loss of $232,254 and $3,001,182, respectively, and negative cash flows from operations of $4,215,961 and $528,504, respectively. The Company’s operating activities consume the majority of its cash resources. The Company will continue to promote its services to existing and potential customers, but it anticipates that it will continue to incur operating losses as it executes its development plans through 2025, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded and plans to continue funding these losses primarily through the sale of equity and loans. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Pursuant to our agreement with Moroch, we held the “Texas Loyalty Cup”, a Brag House tournament, in 2021 in collaboration with McDonald’s and Coca-Cola. The success of the tournament led to a continued and stronger relationship with McDonald’s and Coca-Cola as we had held two tournaments in 2022: “SoCal FIFA 23 Tournament” which was a direct contract with Coca-Cola and collaborated with McDonald’s through their marketing agency of the Southern California Region, DE, and “Black and Positively Golden Gamers HBCU Tournament Featuring Fortnite” which was a contract with McDonald’s through their agency, WI, in collaboration with Coca-Cola. Due to the success Brag House was able to achieve, the partnership with McDonald’s and Coca-Cola grew stronger as Brag House was contracted by Coca-Cola, in collaboration with McDonald’s, for the third consecutive year to host a nationwide Fortnite tournament with student gamers from five states (Washington, Oregon, California, Oklahoma and Kansas). The tournament is known as the Golden Royale Cup, and took place over the course of three weeks in November, with three qualifying matches, followed by a grand finale match. The Golden Royale Cup amassed nearly 20,000 total hours of aggregate live-streaming content watched, and garnered nearly 300,000 views from gamers watching the tournament in real-time. Furthermore, the event received nearly 1 million impressions across Brag House’s social media platforms.
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In addition to the Golden Royale Cup from November 2023, Brag House has finalized three major partnerships agreements; the first with the FWSC, a division of The City of Fort Worth, where we hosted an in-person esports and scholars event on September 21, 2024 at the FWCC focused on college students for the State of Texas. This event showcased not only competitive gaming for the casual gamers but also educational and career opportunities related to gaming and esports for Texas college students while giving the students opportunities to earn and win scholarships. This event featured speakers and panelists from diverse industries, including media agencies, universities, and the movie and entertainment sectors; the second with the Denver Broncos, a world-renowned American Football franchise that competes in the NFL to be a gaming partner for in-person and digital gaming activations (i.e. gaming events) for, at minimum, the 2023-2024 NFL seasons. This partnership concluded in September 2024.
Brag House also secured a strategic partnership for tournament and promotional events in 2025 with Learfield Communications, LLC, formerly Learfield IMG College, a billion dollar media company that holds the media rights to hundreds of colleges in the US, including collegiate properties as the NCAA and its 89 championships and NCAA Football. However, it is important to note that the current agreement does not guarantee revenue, nor does it obligate Learfield or its affiliates to provide data access or support beyond the sales representation scope. The partnership’s first activation was held online on May 17, 2025 (originally scheduled for March 5, 2025) for students and alumni of the University of Florida, one of Learfield’s media rights properties. The execution of this initial activation will serve as a test case for future expansion and data-driven initiatives.
This partnership positions Brag House to leverage Learfield’s college network to generate sponsorship revenue, ensuring brand engagement opportunities, and gives Brag House access to extensive datasets from diverse college campuses as we evolve into a scalable data insight revenue model, where we aim to enable brands to gain data insights to create enhanced, personalized and effective marketing campaigns.
We believe this partnership will contribute directly to Brag House’s revenue model through shared sponsorship earnings, while validating Brag House’s marketing and data strategy for reaching college-aged Gen Z gamers. Through this, the Company plans to scale across Learfield’s properties, expanding brand partnerships in the gaming and esports spaces.
Management believes its strategic partnership with Learfield is a strong indicator of growth in the coming years for tournament revenue. While the Company believes in its viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan.
However, the Company has earned minimal revenue through the nine months ended September 30, 2025. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of the accompanying consolidated financial statements. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows Used In Operating Activities | $ | (4,215,961 | ) | $ | (528,504 | ) | ||
| Cash Flows Used In Investing Activities | (4,000,000 | ) | - | |||||
| Cash Flows Provided By Financing Activities | 17,782,310 | 514,520 | ||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | $ | 9,566,349 | $ | (13,984 | ) | |||
Cash Flows Used In Operating Activities
For the nine months ended September 30, 2025, we used $4,215,961 of cash in our operating activities, which was mainly attributable to the payment of accounts payable, accrued payroll, accrued interest, and accrued liabilities. For the nine months ended September 30, 2024, we used $528,504 of cash from our operating activities, which was mainly attributable to increases in accounts payable, accrued payroll, loan extension fees, share payable, and accrued interest and the payment of accrued liabilities.
Cash Flows Provided By Investment Activities
For the nine months ended September 30, 2025, we invested in 4,000,000 Pre-Funded Warrant shares for a total investment of $4,000,000 from the investment of CleanCore’s PIPE.
Cash Flows Provided By Financing Activities
For the nine months ended September 30, 2025, we received net proceeds of $18,658,936 from the issuance of notes payable, original issue discount convertible loans, and the sale of stock, after subtracting offering costs totaling $3,333,427. We reduced our cash position by repaying notes payable and original issue discount convertible loans, net of debt discounts and debt issuance costs for $876,626. For the nine months ended September 30, 2024, we received proceeds of $544,520 from the issuance of original issue discount convertible loans, net of debt discounts and debt issuance costs and the sale of Common Stock. We reduced our cash position by repaying a note payable for $25,000 and offering costs of $5,000.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Exchange Act.
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Contractual Obligations and Commitments
We did not have any contractual obligations or commitments which would have an impact on our financial statements for the nine months ending September 30, 2025.
Internal Control Over Financial Reporting
Prior to our IPO, we had been a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. In connection with the audit of our consolidated financial statements as of December 31, 2024, we identified control deficiencies in our financial reporting process that constitute material weaknesses for the year then ended. We have a material weakness related to the review and approval of cash disbursements and related journal entries for operating and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company. Due to the lack of formal documentation maintained around the review and approval of these types of transactions, it was determined that we did not adhere to established controls around our cash disbursement process, nor the review and approval of related journal entries recorded. Additionally, we have a material weakness related to the lack of controls over our income tax related accounts and disclosures. In the absence of such formal documentation related to our management’s review and approval of such processes, potential material misstatements may go undetected. Additionally, the Company has a material weakness related to the lack of cybersecurity policies and procedures in place. In the absence of cybersecurity controls, Company operations may be negatively impacted, as all Company activities take place online.
As defined in the standards established by the Public Company Accounting Oversight Board, or the PCAOB, of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We have already taken a number of measures to address the internal control deficiencies that have been identified including, hiring a full-time chief financial office with extensive public-company reporting and technical accounting experience to provide additional financial reporting oversight and review, expanding our existing accounting and financial reporting personnel, as well as establishing effective monitoring and oversight controls. We believe these measures will assist us with meeting the Sarbanes-Oxley compliance requirements and improving our overall internal controls. However, we cannot assure you that these measures may fully address the material weaknesses in our internal control over financial reporting or that we may conclude that they have been fully remediated.
We expect to implement our remediation plan within the next 12 months. However, we have not tested the effectiveness of our internal control over financial reporting and cannot assure you that we will be able to successfully remediate these material weaknesses and, even if we do, we cannot assure you that we will not suffer from other material weaknesses in the future. Except for additional personnel costs, we do not expect to incur any material costs related to our remediation plan.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation.
As a company with less than US $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting.
Recent Accounting Pronouncements
See Note 2 of the notes to our consolidated financial statements for a comprehensive list of new accounting pronouncements.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
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Cloud Computing Arrangements - Technology Purchase Agreements
We consider the accounting for our technology purchase agreements with Artemis Ave LLC (“Artemis”) and EVEMeta, LLC (“EVEMeta”) to be a critical accounting estimate due to the significant judgment required in valuing and recognizing related stock-based compensation as software expense and capitalized implementation costs. In November 2024, we issued an aggregate of 1,250,000 shares of our common stock (valued at $5.0 million at grant date) in exchange for software development, software usage and support and maintenance services. The original agreements included a guaranteed minimum-value cash settlement provision, which required liability classification and periodic fair value measurement using a Monte Carlo simulation model under ASC 718.
On May 12, 2025, we amended the agreements to remove the minimum-value provision in exchange for $250,000 in cash payments, resulting in settlement of a $116,669 liability and recognition of $133,331 in other expense. For the nine months ended September 30, 2025, we recognized $199,089 of expense and $389,171 of capitalized implementation costs related to these agreements. Capitalized costs will be amortized once the related software is placed in service.
Subsequent to the amendment, we continue to estimate the recognition of stock-based compensation as capitalized implementation costs in connection with the services provided by estimating the percentage of completion of the statements of work for the software development. Also, for the software usage and support and maintenance services, we recognize stock-based compensation costs as software expense equally over the established time frame for those statements of work.
The valuation of the liability component prior to amendment involved significant assumptions, including volatility, expected term, and discount rates. Changes in these assumptions, or in the estimated service periods, could materially affect the amount and timing of expense recognition.
Stock Options and Warrants
During the nine months ended September 30, 2025, the Company issued stock options and warrants in connection with the IPO and PIPE Offering. The Company measures the fair value of warrants and stock options granted to employees, directors, and non-employees using option pricing models, including the Black-Scholes and Binomial Lattice models. The determination of the fair value of these instruments requires management to make certain estimates and assumptions that have a material impact on the amount of stock-based compensation expense recognized.
Key assumptions used in these models include expected volatility, expected term, risk-free interest rate, and expected dividend yield. Because the Company has a limited operating history and insufficient historical trading data to estimate expected volatility, the Company bases its volatility assumption on the historical volatilities of a group of comparable publicly traded companies within its industry. The risk-free interest rate is based on the yield of U.S. Treasury securities with maturities consistent with the expected term of the related option or warrant. The expected dividend yield is assumed to be zero, as the Company has not historically declared or paid dividends and does not anticipate doing so in the foreseeable future.
The Company uses the “simplified method” to estimate the expected term for stock options that have exercise prices issued at-the-money, consistent with SEC Staff Accounting Bulletin Topic 14. For stock options with exercise prices that are out-of-the-money, the Company uses a Binomial Lattice model, which incorporates assumptions about future exercise behavior and potential changes in stock price over the life of the award.
Because these valuation assumptions involve significant judgment and are based on estimates, changes in these assumptions could materially affect the fair value of stock options and warrants, and the related stock-based compensation expense recognized in future periods. Management reviews its assumptions on an ongoing basis and updates them as appropriate.
For a detailed discussion of our significant accounting policies and related judgments, see Note 2 of the Notes to Consolidated Financial Statements in this report.
Going Concern and Management’s Liquidity Plans
The independent auditors’ report accompanying our December 31, 2024 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of September 30, 2025, we have incurred recurring losses from operations and have not generated net income for an entire year of operations . We have funded our operations primarily through debt and equity financings, including the proceeds received in connection with our initial public offering on March 6, 2025, and via the PIPE Offering. While these capital raises have provided us with the resources necessary to begin executing our business plan, we anticipate that we will continue to incur operating losses and negative cash flows from operations for the foreseeable future.
We are in the development stage of our platform and related software, and we do not expect to generate sufficient revenue to achieve net income during the next twelve months. Our business plan includes the ongoing development of our software platform, strategic marketing initiatives, and the organization of several gaming activations during the upcoming fiscal year to increase user engagement and brand visibility.
Although we believe that our current cash and cash equivalents, including the funds raised in our initial public offering and PIPE Offering, will be sufficient to fund our operations through at least the next twelve months, our operating plan anticipates continued investment in product development, infrastructure, and customer acquisition to realize sufficient revenue to cover operating expenses. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.
Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We do not hold any derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2025, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses related to the review and approval of cash disbursements and related journal entries for operating and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company and the lack of controls over our income tax related accounts and disclosures. In the absence of such formal documentation related to our management’s review and approval of such processes, potential material misstatements may go undetected. Additionally, the Company has a material weakness related to its ability to record and disclose complex transactions with debt and/or equity features. Lastly, the Company has a material weakness related to the lack of cybersecurity policies and procedures in place. In the absence of cybersecurity controls, Company operations may be negatively impacted, as all Company activities take place online.
Management’s Quarterly Report on Internal Control Over Financial Reporting
This Quarterly Report on Form 10-Q does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II-OTHER INFORMATION
Item 1. Legal Proceedings.
There are no actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
Naked Short Selling Investigation
On May 14, 2025, the Company issued a press release announcing that the Company had sent letters to the U.S. Securities and Exchange Commission, Financial Industry Regulatory Authority, and The Nasdaq Stock Market LLC requesting an immediate investigation into any potential illegal naked short selling of Brag House stock. The outcome of this request is still pending.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(A) Unregistered Sales of Equity Securities
There were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
(B) Use of Proceeds
Not applicable.
(C) Issuer Purchases of Equity Securities
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable
Item 4. Mine Safety Disclosures (Removed and Reserved)
Not applicable.
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Item 5. Other Information.
Director and Officer 10b5-1 Trading Plans (“Rule 10b5-1 Plans”)
During the fiscal quarter ended September 30,
2025, none of our directors or officers informed us of the
On
Item 6. Exhibits
The exhibit index set forth below is incorporated by reference in response to this Item 6.
| # | This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BRAG HOUSE HOLDINGS, INC. | ||
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
| Dated: November 17, 2025 | (Principal Executive Officer) | |
| By: | /s/ Chetan Jindal | |
| Name: | Chetan Jindal | |
| Title: | Chief Financial Officer | |
| Dated: November 17, 2025 | (Principal Financial and Accounting Officer) |
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Exhibit 31.1
SECTION 302 CERTIFICATION
I, Lavell Juan Malloy, II, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended on September 30, 2025 of Brag House Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on Brag House Holdings, Inc.’s most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| Date: November 17, 2025 | By: | /s/ Lavell Juan Malloy, II |
| Lavell Juan Malloy, II | ||
| Chief Executive Officer |
Exhibit 31.2
SECTION 302 CERTIFICATION
I, Chetan Jindal, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended on September 30, 2025 of Brag House Holdings, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on Brag House Holding, Inc.’s most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| Date: November 17, 2025 | By: | /s/ Chetan Jindal |
| Chetan Jindal | ||
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brag House Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025 (the “Report”) I, Lavell Juan Malloy, II, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 17, 2025 | By: | /s/ Lavell Juan Malloy, II |
| Lavell Juan Malloy, II | ||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brag House Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025 (the “Report”) I, Chetan Jindal, Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 17, 2025 | By: | /s/ Chetan Jindal |
| Chetan Jindal | ||
| Chief Financial Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.