Brag House Holdings, Inc. 8-K

What Happened

• Brag House Holdings, Inc. announced on May 4, 2026 that it entered a Purchase Agreement to issue Senior Secured Convertible Notes in an aggregate original principal amount of $2,500,000. The Purchasers funded $1,875,000 (reflecting a 25% original issue discount). The company also issued 3,000,000 commitment shares of common stock (1,000,000 shares to each Purchaser) as a fee. Net proceeds were deposited with House of Doge, Inc. in anticipation of a planned merger with House of Doge.

Key Details

• Aggregate principal and funding: $2,500,000 original principal; $1,875,000 funded (25% original issue discount).
• Note economics: maturity Feb 4, 2027; interest 12.0% per annum (compounded quarterly if accrued); default rate 17.5%; holders can convert at $0.7101 per share subject to adjustments and ownership limits.
• Equity and limits: 3,000,000 Commitment Shares issued; conversion limited so a holder plus its affiliates cannot exceed 4.99% beneficial ownership; a Nasdaq-related cap limits issuance to each holder’s pro rata portion of 19.99% of outstanding shares until shareholder approval per Nasdaq Rule 5635.
• Security and guarantees: notes secured by a second-priority perfected security interest in substantially all assets (post-closing Pledge Agreement) that is subordinate to indebtedness owed to YA II PN LTD. (Yorkville) but senior to other debt; subsidiaries to provide a Global Guaranty (post-closing deliverable, subject to Yorkville consent). Registration rights require the company to file a resale registration statement no later than June 30, 2026 (or within five trading days after completion of audited House of Doge financials).

Why It Matters

• This financing creates near-term debt obligations with significant conversion and dilution potential (conversion price $0.7101 plus 3M commitment shares). The 25% discount and commitment shares increase the effective cost to existing shareholders.
• The notes are secured and rank senior to most other debt (except Yorkville), so repayment priority and collateral claims could affect stakeholder recoveries. The registration rights mean holders will be able to resell shares once the registration statement is effective, potentially increasing share supply.
• Investors should note the short maturity (Feb 2027), high interest rate, cash redemption feature after six months, and ownership caps that may limit immediate large equity shifts but do not eliminate dilution upon conversion.