HODO 8-K
House of Doge Inc. (HODO)
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
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Item 1.01. Entry into a Material Definitive Agreement.
On July 28 2026, Dogecoin Ventures, Inc. (the “Borrower”), a wholly-owned subsidiary of House of Doge Inc., (the “Company”) issued an unsecured subordinated short term note (the “Note”) to lender Devlin DeFrancesco (“Lender”), for the principal amount of $1,400,000 (“Principal Sum”). The material terms of the Note are as follows:
Maturity Date. The Note has a maturity date of July 27, 2027 (the “Maturity Date”).
Interest Rate. The Note bears interest at a rate of 10.714% per annum, accrued annually and is due and payable in cash on the Maturity Date (or at the time of repayment, if repaid earlier).
Repayment. Borrower has agreed to repay the Principal Sum in the form of the Repayment Consideration (as defined below), plus accrued interest in cash by the Maturity Date. Repayment shall be made only following full repayment by the Company of its senior convertible promissory note dated December 4, 2025, as amended, with YA II PN, Ltd. (the “Yorkville Loan”). Borrower and Lender have agreed that the “Repayment Consideration” shall constitute 2,227,300 shares of unrestricted and registered common stock of CleanCore Solutions, Inc. (“ZONE Shares”), which are currently owned and registered in the name of the Borrower, and pledged to the Company’s senior lenders.
Prepayment. Subject to Borrower or Company’s obligations to any other creditors, including secured creditors and parties to any intercreditor agreement, at the Borrower’s option, it may make repayment to the Lender at any time prior to the Maturity Date, only following full repayment by Company, of the Yorkville Loan. If the Borrower elects to make full repayment prior to the Maturity Date, it shall nevertheless make full payment of the interest as if repaid on the Maturity Date, which shall accompany the Repayment Consideration.
Security. The Note is unsecured and no security nor assets have been provided and pledged by the Borrower to secure the obligations under the Note.
Events of Default. The Note contains customary events of default, including, among others, failure to pay principal or interest when due, bankruptcy and liquidation events, and ceasing business operations.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the Note is incorporated herein by reference. The issuance of the Note in the principal amount of $1,400,000 constitutes the creation of a direct financial obligation of the Company. The Note bears interest at 10.714% per annum, accrued annually, matures on July 27, 2027, and is repayable in ZONE Shares with respect to the Principal Sum, and cash with respect to accrued interest.
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On July 23, 2026, the Audit Committee (“the Committee”) of the Board of Directors of House of Doge Inc. (the “Company”) recommended and the Board of Directors approved the dismissal of CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm, effective as of such date.
The audit report of CBIZ on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that CBIZ’s report for the fiscal year ended December 31, 2025 included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal year ended December 31, 2025 and the subsequent interim period through July 23, 2026:
| (i) | there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and CBIZ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of CBIZ, would have caused CBIZ to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements; and |
| (ii) | there were the following reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K: as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Company identified material weaknesses in its internal control over financial reporting relating to (a) the review and approval of cash disbursements, officer expense reimbursements, and related journal entries for operating, legal and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company or board approval of certain stock-based compensation awarded, (b) the reconciliation and approval of general ledger accounts and the review and approval of related journal entries, (c) controls over the Company’s income tax related accounts and disclosures, (d) the Company’s ability to record and disclose complex transactions with debt and/or equity features, and (e) the lack of cybersecurity policies and procedures in place. The Audit Committee discussed the subject matter of these reportable events with CBIZ, and the Company has authorized CBIZ to respond fully to the inquiries of Davidson & Company LLP (“Davidson”) concerning the subject matter of these reportable events. |
The Company provided CBIZ with a copy of the disclosures contained in this Current Report on Form 8-K and requested that CBIZ furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of CBIZ’s letter, dated July 29, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On July 23, 2026 the Board of Directors approved the engagement of Davidson as the Company’s independent registered public accounting firm, effective as of such date.
During the Company’s two most recent fiscal years and the subsequent interim period through the date of Davidson’s engagement, neither the Company nor anyone acting on its behalf consulted with Davidson regarding:
| (i) | the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Davidson concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; |
| (ii) | any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K; or |
| (iii) | any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Unsecured Subordinated Short Term Note, dated July 28, 2026, by and between DogeCoin Ventures, Inc. and Devlin DeFrancesco | |
| 16.1 | Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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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 29, 2026 | HOUSE OF DOGE INC. | |
| By: | /s/ Marco Margiotta | |
| Name: | Marco Margiotta | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
UNSECURED SUBORDINATED SHORT TERM NOTE
US$1,400,000
July 28, 2026
FOR VALUE RECEIVED, DOGECOIN VENTURES, INC., a Texas corporation (“Borrower”) with its principal address at 261 NE 61st Street, Miami, Florida 33137, promises to pay to DEVLIN DEFRANCESCO (the “Lender”), with an address of 2831 South Bayshore Drive, Unit 1803, Miami, Florida, 33133, the Repayment Consideration (as defined herein). All references to dollar amounts shall mean such amounts in United States Dollars.
| 1. | Principal Sum. The principal sum of US$1,400,000 (“Principal Sum”) shall be the amount lent by the Lender pursuant to this Unsecured Subordinated Short Term Note (the “Note”). |
| 2. | Payment of Interest. Borrower shall pay interest in cash on the outstanding Principal Sum amount of this Note to Lender until all principal and interest pursuant to the terms of this Note (collectively, the “Obligations”) have been finally and indefeasibly repaid to Lender in full. Interest shall accrue annually on the unpaid principal amount of this Note, and Borrower shall pay all interest and principal to Lender at the Maturity Date (see section 3) or at the time of repayment if earlier. The Note shall bear interest at a rate equal to 10.714% per annum. |
| 3. | Repayment. Borrower agrees to repay the Principal Sum, plus accrued interest to the Maturity Date, in the form of the Repayment Consideration (as defined herein) to Lender by July 27, 2027 (the “Maturity Date”). Both parties agree that upon receipt of the Repayment Consideration, such consideration provided shall fully satisfy the Principal Sum owing on this Note. For the avoidance of doubt, repayment shall be made only following full repayment by the Borrower’s parent company, House of Doge Inc. (“Parentco”), of the senior convertible promissory note dated December 4, 2025, as amended, with YA II PN, Ltd. (the “Yorkville Loan”). |
| 4. | Repayment Consideration. Borrower and Lender agree that the “Repayment Consideration” shall constitute 2,227,300 shares of unrestricted and registered common stock of CleanCore Solutions, Inc. (the “ZONE Shares”), which are currently owned and registered in the name of the Borrower, and pledged to Parentco’s senior lenders, plus accrued interest to the date of repayment, in cash. |
| 5. | Prepayments. Subject to Borrower or Parentco’s obligations to any other creditors, including secured creditors and parties to any intercreditor agreement, at the Borrower’s option, it may make repayment to the Lender at any time prior to the Maturity Date, only following full repayment by Parentco, of the Yorkville Loan. |
If the Borrower elects to make full repayment of the Obligations prior to the Maturity Date, it shall nevertheless make full payment of the interest as if repaid on the Maturity Date, which shall accompany the Repayment Consideration.
| 6. | Unsecured and Subordinated to all Secured Creditors. The Lender acknowledges and agrees that the Obligations under this Note are unsecured and no security nor assets whatsoever have been provided and pledged by the Borrower to secure such Obligations. It is further understood and acknowledged that the Obligations are fully subordinated to any of the Borrower’s secured creditors (“Secured Debt”), and all Obligations hereto, including Principal Sum repayment are expressly subordinated in right of payment to the Secured Debt. |
| 7. | Conditions Precedent to Closing of Note. As a condition of closing of this Note, the Borrower and Lender both acknowledge that the Borrower (and/or Parentco) shall have obtained the following: |
| a) | all required consents from YA II PN, Ltd. pursuant to the terms of the Yorkville Loan; and |
| b) | all required consents from the majority holders, pursuant to the senior secured convertible notes dated May 4, 2026, issued by the Company to each of Spacely Enterprises, Sky Ascent Financial Group Inc. and Nordwand Foundation. |
| 8. | Events of Default. Each of the following is an “Event of Default” under this Note: |
| a) | Borrower fails to pay the outstanding Principal Sum when due and such failure continues for five business days after written notice from Lender; |
| b) | Borrower makes a general assignment for the benefit of creditors, commences a voluntary bankruptcy or insolvency proceeding, or becomes the subject of an involuntary bankruptcy or insolvency proceeding that is not dismissed within 30 days; or |
| c) | Borrower dissolves, liquidates, or ceases substantially all of its business operations, other than in connection with a permitted merger, consolidation, reorganization, or sale of substantially all assets in which the obligations under this Note are assumed by a successor. |
| 9. | Remedies. Upon the occurrence and during the continuation of an Event of Default, the Lenders may declare the outstanding Principal Sum of this Note immediately due and payable. |
| 10. | General |
| a) | Successors and Assigns. This Note is entered into for the benefit of Lender and his successor(s) and assign(s) and shall be binding upon the Borrower and its successors and assigns. Borrower shall not assign, exchange or otherwise hypothecate any rights, liabilities or obligations under this Note, in whole or in part, without the prior written consent of the Lender. |
| b) | Headings. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note. |
| c) | Severability. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note in that jurisdiction or the validity or enforceability of any provision of this Note in any other jurisdiction. |
| d) | Notice. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Note must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by e-mail (provided, confirmation of receipt is verified by return email from the receiver or by other written means); or (iii) one business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. |
| e) | Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Texas, and any action or claims between the parties shall be made in a court within the State of Texas. |
| f) | Construction of Note. The parties hereto agree that the terms, provisions and language of this Note were the result of negotiations between the parties, and, as a result, there shall be no presumption that any ambiguities in this Note shall be resolved against either party. Any controversy over the construction of this Note shall be decided without regard to events of authorship or negotiation. |
| g) | Expenses. Each party to this Note shall bear its own expenses in connection with the negotiation and consummation of the transaction(s) contemplated herein. |
| h) | Entire Note; Amendments; Lender’s Consent. This Note constitutes the entire Note between Lender and Borrower with respect to the subject matter hereof, and supersedes all prior and contemporaneous Notes, term sheets, understandings, inducements or conditions between Lender and Borrower, whether express or implied, oral or written, with respect to the subject matter hereof. |
| i) | Time shall be of the essence under this Note. |
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned has executed this Note on the day and year first above written.
| LENDER: | ||
| /s/ Devlin DeFrancesco | ||
| Devlin DeFrancesco | ||
| BORROWER: | ||
| DOGECOIN VENTURES, INC. | ||
| By: | /s/ Marco Margiotta | |
| Name: | Marco Margiotta | |
| Title: | Chief Executive Officer | |
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Exhibit 16.1
 |
CBIZ CPAs P.C.
53 State Street 17th Floor Boston, MA 02109
P: 617.807.5000 |
CHANGE OF ACCOUNTANTS’ LETTER – FORM 8-K ATTACHMENT
July 29, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by House of Doge, Inc. (formerly Brag House Holdings, Inc.) under Item 4.01 of its Form 8-K dated July 23, 2026. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of House of Doge, Inc. contained therein.
Very truly yours,
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
CBIZCPAS.COM