Brag House Holdings, Inc. 8-K

What Happened

• Brag House Holdings, Inc. announced that at a special stockholder meeting held April 7, 2026 (adjourned from March 16, 2026), shareholders approved the Merger Agreement under which Brag House Merger Sub will merge into House of Doge, with House of Doge surviving as a wholly owned subsidiary. The Merger Agreement was originally dated October 12, 2025 and amended on November 26, 2025, February 2, 2026, and March 26, 2026.
• Stockholders also approved multiple related proposals required for the transaction and Nasdaq listing, and elected six directors effective at the Merger’s effective time: Michael Galloro, Stephen Ilott, Sarosh Mistry, Doug Wall, Duncan Moir, and Timothy Stebbing.

Key Details

• Proposal 1 (approve and adopt Merger Agreement): 11,028,240 For / 211,096 Against / 967 Abstain.
• Proposal 2 (increase authorized common shares from 250,000,000 to 2,000,000,000): approved; vote 10,760,011 For / 404,264 Against / 76,028 Abstain.
• Proposal 3 (approve reverse stock split, ratio 1-for-5 to 1-for-50): approved; vote 10,760,396 For / 463,480 Against / 16,427 Abstain.
• Proposal 7 (Nasdaq-related approval for potential issuance >20% to Yorkville — Exchange Cap 3,957,838 shares; equity purchase right up to $100M and a convertible note up to $11M): approved; vote 10,843,634 For / 240,084 Against / 156,585 Abstain.

Why It Matters

• The approvals clear key legal and corporate governance steps to complete the Merger and to issue shares needed for the transaction and financing, which will expand the company’s authorized share count and permit potential large equity issuances (including to Yorkville).
• Investors should note potential dilution risks from the increased authorized shares, the approved reverse split (which will change share count and per-share math), the issuance of 9,000,000 shares tied to executive awards and convertible securities, and board composition changes effective at the Merger.