House of Doge Inc 8-K, filed Jul 7, 2026
House of Doge Inc. (HODO)
About this 8-K
House of Doge Inc filed this 8-K on July 7, 2026, reporting on events of June 30, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of the Merger
On June 30, 2026 (the “Effective Date”), House of Doge Inc. (formerly Brag House Holdings, Inc.) (the “Company”) completed its previously announced merger pursuant to the Merger Agreement, dated as of October 12, 2025, by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (“HOD”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025, Amendment No. 2 thereto dated as of February 2, 2026, Amendment No. 3 thereto dated as of March 26, 2026, Amendment No. 4 thereto dated as of May 11, 2026, and Amendment No. 5 thereto dated as of June 15, 2026 (the “Merger Agreement”). Pursuant to the Merger Agreement, HOD merged with and into Merger Sub, with HOD surviving as a wholly-owned subsidiary of the Company (the “Merger”).
At the effective time of the Merger (the “Effective Time”): (i) 329,929,373 shares of common stock, no par value per share, of HOD issued and outstanding immediately prior to the Effective Time were automatically converted into an aggregate of 64,001,726 shares (the “Merger Common Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and 2.051823 shares (the “Merger Preferred Shares”) of the Company’s Class C preferred stock, par value $0.0001 per share (the “Class C Preferred Stock”), each of which is convertible into 5,000,000 shares of Common Stock; (ii) 28,747,000 vested HOD restricted stock units (“RSUs”) issued and outstanding immediately prior to the Effective Time were automatically converted into an aggregate of 6,361,978 shares of Common Stock; and (iii) 10,300,000 unvested HOD RSUs issued and outstanding immediately prior to the Effective Time were automatically converted into 2,283,392 Company RSUs. Following the closing of the Merger, 75,902,985 shares of Common Stock were issued and outstanding.
Additionally, in connection with the closing of the Merger, the Company will issue to its former Chief Executive Officer, Lavell Juan Malloy, II, and its former Chief Operating Officer, Daniel Leibovich, an aggregate of 1,125,000 shares of Common Stock (the “Other Consideration Shares”) under the Brag House Holdings, Inc. Amended and Restated 2024 Omnibus Incentive Plan.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the board of directors of the Company (the “Board”) was increased from five directors to six directors and each of Lavell Juan Malloy II, Daniel Leibovich, DeLu Jackson, Scott Woller, and Kevin Foster resigned as directors of the Company, and Michael Galloro, Sarosh Mistry, Timothy Stebbing, Doug Wall, Stephen Ilott, and Duncan Moir were appointed as directors. Also at the Effective Time and pursuant to the Merger Agreement, Mr. Malloy resigned as the Company’s Chief Executive Officer, Mr. Leibovich resigned as the Company’s Chief Operating Officer, Rene Rodriguez resigned as the Company’s Acting Chief Financial Officer, Marco Margiotta was appointed the Company’s Chief Executive Officer, and Charles Park was appointed the Company’s Chief Financial Officer.
In conjunction with the closing of the Merger, the Company transferred all of the Company’s pre-Merger business and operations to the Company’s wholly-owned subsidiary, Brag House, Inc. (“Brag House”), such that immediately following the closing of the Merger, the Company became a holding company. In accordance with the terms of the Merger Agreement, Messrs. Malloy and Leibovich and Rodriguez will continue to operate such pre-Merger business as the senior management of Brag House.
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Following the consummation of the Merger and giving effect to the issuances of the Merger Common Shares, the Merger Preferred Shares, and the Other Consideration Shares, the former stockholders and RSU holders of HOD beneficially own approximately 90.66% of the issued and outstanding shares of Common Stock and 83.32% of the aggregate number of shares of Common Stock outstanding on a fully diluted basis.
Name Change
On June 30, 2026, in connection with the closing of the Merger, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware, changing the Company’s name from Brag House Holdings, Inc. to House of Doge Inc. The Certificate of Amendment, which was effective on June 30, 2026, is attached hereto as Exhibit 3.2.
Post-Merger Beneficial Ownership of the Common Stock
The following table provides information, as of the Effective Time, regarding beneficial ownership of Common Stock by: (i) each person known to us who beneficially owns more than 5.0% of the Common Stock; (ii) each of our directors; (iii) each of our executive officers; and (iv) all of our directors and executive officers as a group.
The number of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The shares in the table do not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, the address of each beneficial owner listed below is c/o House of Doge at 261 NE 61st Street, Miami, FL 33137.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Outstanding Beneficially Owned | ||||||
| Directors and Named Executive Officers | ||||||||
| Marco Margiotta, Chief Executive Officer(1) | 3,804,304 | 4.97 | % | |||||
| Charles Park, Chief Financial Officer(2) | 549,787 | 0.72 | % | |||||
| Michael Galloro, Director(3) | 495,105 | 0.65 | % | |||||
| Sarosh Mistry, Director(4) | 299,615 | 0.39 | % | |||||
| Timothy Stebbing, Chief Technology Officer & Director(5) | 225,048 | 0.29 | % | |||||
| Doug Wall, Director(6) | 10,127,165 | 13.24 | % | |||||
| Stephen Ilott, Director | 0 | - | ||||||
| Duncan Moir, Director | 0 | - | ||||||
| All executive officers, directors and directors as a group (eight persons) | 15,501,024 | 20.27 | % | |||||
| 5% or Greater Shareholders | ||||||||
| Much Wow Ltd. | 7,718,866 | 10.09 | % | |||||
| Doug Wall(6) | 10,127,165 | 13.24 | % | |||||
| (1) | Consists of 3,687,753 shares of Common Stock held directly, 4,027 shares of Common Stock underlying Company RSUs that have vested or will vest within 60 days of the date of this table and 112,524 shares of Common Stock held through Mastika Investment Group Inc., in which Mr. Margiotta has 50% beneficial ownership. |
| (2) | Inclusive of 109,366 shares of Common Stock underlying Company RSUs that have vested or will vest within 60 days of the date of this table. |
| (3) | Shares are held by ALOE Investment Inc., of which Mr. Galloro is President. |
| (4) | Held through Avenyr Capital LLC, of which Mr. Mistry is Chief Executive Officer; includes 33,253 shares of Common Stock underlying Company RSUs that have vested or will vest within 60 days of the date of this table. |
| (5) | All such shares are held through Navah Investments Pty Ltd, of which Mr. Stebbing’s spouse is the sole director. |
| (6) | Shares held through Shadow Doge LLC, Shadow Doge II LLC and SC L1 LLC, of which Mr. Wall is co-founder and principal, and W5 Family Trust, of which Mr. Wall is a beneficiary owner of. Of the total holdings, Mr. Wall has beneficiary ownership and sole voting power over 1,348,280 shares, with the balance of such holdings being jointly controlled or in which he has shared voting power. |
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on December 11, 2025, the Company filed the Certificate of Designation of Series C Convertible Preferred Stock with the Secretary of State of Delaware.
As set forth in Item 2.01 of this Current Report on Form 8-K, on June 30, 2026, pursuant to the Merger Agreement and the consummation of the Merger, the Company issued (i) 2.051823 shares of Class C Preferred Stock to certain former HOD stockholders. The issuances of the Merger Preferred Shares will be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Item 5.01 Changes in Control of Registrant.
The information regarding the change of control of the Company in connection with the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information regarding departure and election of directors and departure and appointment of principal officers of the Company in connection with the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Executive Officers and Directors of the Company Following the Merger
The following table lists the names, ages, and positions of the individuals who are serving as executive officers and directors of the Company as of the Effective Time:
| Name | Age | Position | ||
| Marco Margiotta | 46 | Chief Executive Officer | ||
| Charles Park | 50 | Chief Financial Officer | ||
| Michael Galloro | 51 | Director | ||
| Stephen Ilott | 58 | Director | ||
| Sarosh Mistry | 56 | Director | ||
| Doug Wall | 58 | Director | ||
| Duncan Moir | 41 | Director | ||
| Timothy Stebbing | 46 | Director |
Marco Margiotta has served as Chief Executive Officer of HOD since April 2025 and as a Director of HOD since October 2025. He previously served as Chief Investment Officer of CleanCore from September 2025 to March 2026, where The Official Dogecoin Treasury has been established. Mr. Margiotta was Chief Executive Officer and Chair of the Board of Payfare Inc., a Canadian financial technology company that provided digital banking and instant payout solutions for gig economy workers, from October 2019 until March 2025, when Fiserv, Inc. acquired it. Mr. Margiotta has over 20 years of experience in fintech and the broader financial services sector as well as capital markets, lending and capital raising. In addition, Mr. Margiotta previously held senior positions with BMO Financial Group’s capital markets and commercial banking teams. Mr. Margiotta holds an Honors Bachelor of Commerce from Laurentian University, holds Chartered Professional Accountant and Certified General Accountant designations in Canada and is a qualified member of the Association of Chartered and Certified Accountants in the United Kingdom.
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Charles Park has served as Chief Financial Officer of HOD since August 2025. He is a Chartered Accountant, Certified Internal Auditor, US Certified Public Accountant and holds a Bachelor of Commerce (Accounting Major) from Toronto Metropolitan University. After starting his career at PricewaterhouseCoopers, he held several finance leadership positions at growth-oriented technology, financial services, and telecom companies such as SOTI, TeraGo Networks, Rakuten Kobo, Mobilicity, and Bank of Montreal. From 2018 to August 2025, Mr. Park served as Chief Financial Officer of Payfare Inc., where he was responsible for leading the accounting, audit, tax compliance/strategy, transfer pricing, forecasting/budgeting, payroll, human resources, treasury, and internal audit functions. Mr. Park was instrumental in Payfare’s successful initial public offering in 2021 and was a key contributor in Payfare’s sale to Fiserv, Inc. in 2025.
Michael Galloro is a Chartered Professional Accountant and Founder and Managing Partner of ALOE Finance Inc., a transaction advisory firm. With over 30 years of experience, Mr. Galloro has focused on growth oriented publicly traded organizations operating globally. His experience includes go public transactions, mergers and acquisitions, and financings. Mr. Galloro has held senior executive roles and been a member of boards of directors, chairing several committees. Mr. Galloro has been a director of Fountain Asset Corp. since July 2018, Stock Trends Capital Inc. since April 2020, AF2 Capital Corp. and AF3 Capital Corp., each a Capital Pool Company, since August 2020 and May 2026, respectively, Atmofizer Technologies Inc. since November 2021, and Red Light Holland Corp. since March 2025. From June 2018 to June 2022 Mr. Galloro was a director of Simply inc. and from January 2019 to March 2026 Mr. Galloro was a director of Trubar Inc., previously a Capital Pool Company he founded.
Stephen Ilott has over 35 years investment experience working for leading asset management companies in the United Kingdom, the United States, and Canada. Retired since 2021, Mr. Ilott was previously Chief Investment Officer of BMO Asset Management US and BMO Asset Management Canada managing teams responsible for in excess of $120 billion in assets across fixed income, equities and alternative asset classes (January 2017 – July 2021).
Sarosh Mistry is a results-driven, people-centered global executive with over 30 years of experience leading complex, multi-billion-dollar organizations across public and private equity-backed environments. He was a director of HOD from February 1, 2026 until the Effective Time, when he became a director of the Company. A former Chairman and Chief Executive Officer of Sodexo North America (August 2011 to December 2025), he has held senior leadership roles at Compass Group, Starbucks, and Aramark, with deep expertise in mergers and acquisitions, operational transformation, and growth strategy. He currently serves as Chairman of Blusky and as a board member to multiple public and private companies, providing strategic, shareholder-focused leadership.
Doug Wall, served as a director of HOD from February 1, 2026 until the Effective Time, when he became a director to the Company. Mr. Wall co-founded Shadow Capital, a Dallas-based private equity firm with a proven track record in blockchain and fintech investments, in 2021. He has expertise in crypto investment cycles and strategic partnerships that drive both company and portfolio success. In addition, he is a co-founder of Nexus Medical Labs, a next-generation laboratory that leverages automation and decades of experience to provide rapid, accurate at home testing. He also co-founded Blockcap, a crypto mining firm later sold to Core Scientific, and chaired Core Scientific’s Outside Equity Committee throughout its restructuring (February 2023 to January 2024). From May 2021 to January 2025, Mr. Wall co-founded and worked at GreyRock Asset Management and, prior to that, he had various roles, including Managing Director roles at Alex. Brown (September 2016 to May 2021) and Deutsche Asset Management (May 2008 to Sept. 2016). Mr. Wall obtained a BA in Economics from the University of Texas at Austin.
Duncan Moir has been President of 21 Shares, the largest cryptocurrency investment manager in Europe, since January 2025. Prior to 21 Shares, he led Aberdeen plc’s digital asset business from August 2008 to January 2025, and before that was a hedge fund investment manager. Mr. Moir is an independent director of Hedera Hashgraph LLC, an enterprise-focused distributed ledger technology company. He graduated with a BA (Hons) in Economics from the University of Strathclyde and is a Charter Financial Analyst (CFA) and Chartered Alternative Investment Analyst (CAIA) charterholder.
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Timothy Stebbing has served as the Chief Technology Officer of HOD since May 2025. He has also served as a director of CleanCore Solutions, Inc., since September 2025. Mr. Stebbing is also on the board of the Dogecoin Foundation, serving as Director of Product since 2021 to spearhead the development of a broader Dogecoin ecosystem and to increase its adoption as a global means of exchange. Prior to that, he served as Chief Technology Officer at Ynomia Pty Ltd, a construction technology company (June 2019 to October 2021).
There are no family relationships among any of the Company’s directors and executive officers. Other than pursuant to the Merger Agreement, as discussed in Item 2.01 of this Current Report on Form 8-K, there are no arrangements or understandings with another person under which the directors and executive officers of the Company were or are to be selected as a director or executive officer. Additionally, no director or executive officer of the Company is involved in legal proceedings that require disclosure under Item 401 of SEC Regulation S-K.
Director Independence and Board Committees
Based on information provided by each director concerning their background, employment, and affiliations, the Board has determined that each of the Company’s directors, other than Mr. Galloro and Mr. Stebbing, qualify as independent directors as defined under the rules of the SEC and Nasdaq’s listing rules relating to director independence requirements. Mr. Stebbing is the Chief Technology Officer of House of Doge and Mr. Galloro is Managing Partner of ALOE Finance, Inc., which has provided finance and transaction-related consulting services to HOD.
The Board continues to have an audit committee and a compensation committee with each such committee continuing to operate pursuant to their current charter. Each of the Board committees has the composition described below.
The following table identifies the committee members:
| Name | Audit | Compensation | Independent | ||||
| Michael Galloro | |||||||
| Stephen Ilott | X | X | |||||
| Sarosh Mistry | X | Chairman | X | ||||
| Duncan Moir | X | X | |||||
| Timothy Stebbing | |||||||
| Doug Wall | Chairman | X | X |
The Board has determined that both Stephen Ilott and Doug Wall are “audit committee financial experts,” as such term is defined in Item 407(d)(5) of SEC Regulation S-K. All of the audit committee members and compensation committee members are independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and all of the audit committee members meet the additional independence requirements for audit committee members set forth in Rule 10A-3 under the Exchange Act.
Members will serve on these committees until their resignation or until otherwise determined by the Board.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information regarding the Company’s name change in connection with the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On June 30, 2026, the Company issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
The Common Stock began trading on the Nasdaq Stock Market LLC under the new ticker symbol “HODO” as of July 1, 2026.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
Pursuant to Item 9.01(a)(4) of Form 8-K, the Company intends to file the financial information required by this paragraph (a) of Item 9.01 as an amendment to this Form 8-K within 75 days of the date of this Current Report on Form 8-K as filed with the SEC.
(b) Pro Forma Financial Information.
Pursuant to Item 9.01(b)(2) of Form 8-K, the Company intends to file the financial information required by this paragraph (b) of Item 9.01 as an amendment to this Form 8-K within 75 days of the date of this Current Report on Form 8-K as filed with the SEC.
(d) Exhibits
| * | The exhibits and/or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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 hereunto duly authorized.
| Date: July 7, 2026 | HOUSE OF DOGE INC. | |
| By: | /s/ Marco Margiotta | |
| Name: | Marco Margiotta | |
| Title: | Chief Executive Officer | |
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Exhibit 2.5
Execution Version
AMENDMENT NO. 5
TO MERGER AGREEMENT
BY AND AMONG
BRAG HOUSE HOLDINGS, INC.,
BRAG HOUSE MERGER SUB, INC.
AND
HOUSE OF DOGE INC.
THIS AMENDMENT NO. 5 TO THE MERGER AGREEMENT (as defined below), dated as of June 15, 2026, (the “Amendment”) is by and among Brag House Holdings, Inc., a Delaware corporation (“Purchaser”), Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (the “Company”). Each of the foregoing entities may be referred to hereinafter as a “Party” and, collectively, as the “Parties.”
Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed to them in that certain Merger Agreement, dated as of October 12, 2025, as amended by Amendment No. 1 to Merger Agreement dated November 26, 2025, Amendment No. 2 to Merger Agreement dated February 2, 2026, Amendment No. 3 to Merger Agreement dated March 26, 2026, and Amendment No. 4 to Merger Agreement dated May 11, 2026 (as so amended, the “Merger Agreement”), by and among the Parties.
RECITALS
WHEREAS, the Parties are all of the parties to the Merger Agreement, pursuant to which it is anticipated that, among other things, Merger Sub will merge with and into the Company, with the Company being the surviving corporation in the Merger, and, after giving effect to the Merger, the Company will become a wholly-owned subsidiary of Purchaser as set forth in the Merger Agreement;
WHEREAS, the Parties wish to hereby amend certain provisions of the Merger Agreement on the terms and conditions set forth in this Amendment; and
WHEREAS, the Parties have agreed to amend the Merger Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
AMENDMENT OF CERTAIN PROVISIONS OF MERGER AGREEMENT
1. Amendment of Schedule 3.1(a): Schedule 3.1(a) of the Merger Agreement shall be removed and replaced with the schedule set forth on Exhibit A hereto.
2. Amendment of Section 3.1(a): Section 3.1(a) of the Merger Agreement shall be removed and replaced with the following text:
At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each Company Share issued and outstanding as of immediately prior to the Effective Time (other than the Company Shares to be canceled and extinguished pursuant to Section 3.1(c) below) shall be automatically canceled, extinguished and converted into the right to receive such number of shares of Purchaser Common Stock equal to the Exchange Ratio. From and after the Effective Time, each certificate evidencing ownership of Company Shares (collectively, the “Certificates”) and the Company Shares held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided for herein or under applicable Law. Notwithstanding the above, each of the Company Stockholders set forth on Schedule 3.1(a) (each, a “Major Stockholder”) shall receive a number of shares of Purchaser Common Stock and a number of shares of Class C Preferred Stock in accordance with the following: (i) each Major Stockholder shall receive a number of shares of Purchaser Common Stock as Exchange Consideration (the “Selected Common Shares”) as designated by the Company, which number of shares of Purchaser Common Stock shall in no case be greater than 4.99% of the total issued and outstanding shares of Purchaser Common Stock (rounded down to the nearest whole number) as of immediately following the Effective Time; and (ii) the number of shares of Class C Preferred Stock such Major Stockholder shall receive as Exchange Consideration shall equal (A) the aggregate number of Company Shares such Major Stockholder holds immediately prior to the Effective Time multiplied by (B) the Exchange Ratio minus (C) the Selected Common Shares divided by (D) 5,000,000.
MISCELLANEOUS
1. Assignment; Successors and Assigns. This Amendment may not be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Party. Any attempted assignment of this Amendment not in accordance with the terms of this section shall be void. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
2. Entire Agreement. This Amendment (together with the Merger Agreement) constitutes the entire agreement among the Parties with respect to the matters amended hereby and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect to such matters. Except as amended hereby, the Merger Agreement shall remain in full effect.
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3. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such a manner so as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by, illegal, invalid or unenforceable under applicable law, such provision or provisions shall be ineffective only to the extent of such prohibition, illegality, invalidity or unenforceability, without invalidating the remainder of this Amendment.
4. Titles. Titles and headings herein are solely for the convenience of the parties and are without substantive legal meaning. This Amendment may only be amended or modified by a writing signed by the Parties. Neither this Amendment nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument, admissible into evidence. Delivery of an executed counterpart of a signature page to this Amendment by e-mail, pdf., docusign or scanned pages, shall be effective as delivery of a manually executed counterpart to this Amendment.
6. Governing Law; Jurisdiction. This Amendment and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with Section 10.14 of the Merger Agreement.
[Remainder of this page left blank intentionally; signature page(s) follow(s)]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned as of the date first written above.
| PURCHASER: | ||
| BRAG HOUSE HOLDINGS, INC. | ||
| By: | ||
| Lavell Juan Malloy, II, Chief Executive Officer | ||
| MERGER SUB: | ||
| BRAG HOUSE MERGER SUB, INC. | ||
| By: | ||
| Daniel Leibovich, President | ||
| COMPANY: | ||
| HOUSE OF DOGE INC. | ||
| By: | ||
| Marco Margiotta, Chief Executive Officer | ||
[Signature page to Amendment No. 5 to Merger Agreement]
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Exhibit A
Schedule 3.1(a)
| Company Stockholder Name | ||
| Parker Haven Strategic Investments LP | ||
| Much Gains Investments LP | ||
| 1000516271 Ontario Inc. | ||
| Ryan Deslippe |
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Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BRAG HOUSE HOLDINGS, INC.
Brag House Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: That the Corporation’s Certificate of Incorporation, as amended, is hereby amended to delete Section 1 in its entirety and replace it with the following:
1. The name of the corporation is House of Doge Inc. (the “Corporation”).
SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions authorizing and approving this Certificate of Amendment.
THIRD: This Certificate of Amendment to the Certificate of Incorporation shall be effective upon filing with the Delaware Secretary of State.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this 30th day of June, 2026.
| BRAG HOUSE HOLDINGS, INC. | ||
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
House of Doge Completes Merger with Brag House Holdings and Set to Trade on Nasdaq Under Ticker “HODO”
The official corporate arm of the Dogecoin Foundation is now a publicly traded company, marking the start of its next phase of growth across payments, treasury, tokenization, and professional sports.
MIAMI, June 30, 2026 (GLOBE NEWSWIRE) -- House of Doge Inc. (“House of Doge” or the “Company”) (NASDAQ: HODO), the official corporate arm of the Dogecoin Foundation, today announced the completion of its previously announced merger with Brag House Holdings, Inc. (formerly NASDAQ: TBH). In connection with the closing, the combined company was renamed House of Doge Inc., and its common stock will begin trading on the Nasdaq under the new ticker symbol “HODO” as of July 1, 2026. Following the closing, the Company has approximately 75.9 million shares outstanding.
As a public company, House of Doge gains direct access to the U.S. capital markets to fund and scale its multi-pillar business plan across payments, digital asset treasury management, real-world asset tokenization, and professional sports. Marco Margiotta will continue to lead the combined company as Chief Executive Officer.
“Completing this merger is a defining milestone for House of Doge and for the global Dogecoin community,” said Mr. Margiotta. “As a public company, we now have the visibility, access to capital, and platform to move from foundation-building to execution, bringing Dogecoin further into everyday payments and real-world economic activity.”
The Company intends to distribute a letter to investors through press release next week, providing a comprehensive update on strategic achievements over the past six months and outlining the developmental roadmap for the remainder of 2026.
About House of Doge
House of Doge is the official corporate arm of the Dogecoin Foundation, committed to advancing Dogecoin ($DOGE) as a widely accepted and decentralized global currency. By investing in the necessary infrastructure to integrate Dogecoin into everyday commerce, House of Doge is building secure, scalable, and efficient systems for real-world use. From payments and financial products to real-world asset tokenization and cultural partnerships, House of Doge is leading the next era of crypto utility, where Dogecoin goes beyond the meme and fulfills its mission of Doing Only Good Everyday on a global scale. For more information, visit www.houseofdoge.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties. All statements other than statements of historical facts, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. Forward-looking statements include, without limitation, our expectations concerning the outlook for our business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning our possible or assumed future results of operations. Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements
Media Contact
House of Doge
Cameron Jordan-Rooney
Marketing Director
Cam@houseofdoge.com