House of Doge Inc. 8-K

What Happened

• On June 30, 2026, Brag House Holdings, Inc. completed a previously announced merger under a Merger Agreement (originally dated Oct 12, 2025, with subsequent amendments) whereby House of Doge Inc. (HOD, a Texas corp.) merged into the Company’s Merger Sub and HOD became a wholly‑owned subsidiary. At closing the Company changed its name to House of Doge Inc. (effective June 30, 2026).
• Share conversions and issuances at the Effective Time included: 329,929,373 HOD common shares converted into 64,001,726 Company common shares plus 2.051823 shares of Class C preferred (each convertible into 5,000,000 common shares); 28,747,000 vested HOD RSUs converted into 6,361,978 Company common shares; 10,300,000 unvested HOD RSUs converted into 2,283,392 Company RSUs. After closing 75,902,985 shares of common stock were issued and outstanding.
• The Company issued 1,125,000 additional common shares as consideration to former CEO Lavell Juan Malloy II and former COO Daniel Leibovich. Former HOD stockholders and RSU holders now beneficially own approximately 90.66% of issued common stock (83.32% on a fully diluted basis).
• Governance and management changes at the Effective Time: the board was increased from five to six directors; directors Lavell Malloy II, Daniel Leibovich, DeLu Jackson, Scott Woller and Kevin Foster resigned; Michael Galloro, Sarosh Mistry, Timothy Stebbing, Doug Wall, Stephen Ilott and Duncan Moir were appointed. Lavell Malloy resigned as CEO and Daniel Leibovich resigned as COO; Marco Margiotta was appointed CEO and Charles Park was appointed CFO. Rene Rodriguez resigned as Acting CFO.
• The Company transferred its pre‑Merger business and operations into a wholly‑owned subsidiary, Brag House, Inc., making the public company a holding company; Messrs. Malloy, Leibovich and Rodriguez will continue to operate the pre‑Merger business as Brag House’s senior management.
• The Company’s common stock began trading on Nasdaq under the ticker symbol "HODO" on July 1, 2026.

Key Details

• Closing date: June 30, 2026; Nasdaq trading under HODO began July 1, 2026.
• Post‑closing outstanding common shares: 75,902,985.
• Post‑closing ownership: former HOD holders ≈90.66% of issued common stock (≈83.32% fully diluted).
• Convertible preferred issued: 2.051823 shares of Class C preferred, each convertible into 5,000,000 common shares (conversion capacity ≈10.26M common shares).

Why It Matters

• Control and ownership: the merger substantially shifted ownership to former HOD holders (≈90.7%), which is material for voting control and future corporate decisions.
• Corporate structure and management: the public company is now a holding company with operating business run by Brag House’s management; new CEO and CFO were installed at the parent, and the board was refreshed—important for governance, strategy and investor oversight.
• Potential dilution: the issuance of Class C convertible preferred (convertible into multiple common shares) and other equity issuances are items investors should watch for potential dilution on a fully diluted basis.
• Market access: listing under the new ticker HODO on Nasdaq makes the combined company’s shares publicly tradable under the new name; investors should review the 8‑K and follow‑on filings for financials and details on the acquired business.