House of Doge Inc. 8-K

What Happened
House of Doge Inc. (HODO) filed an 8-K reporting that its wholly owned subsidiary, Dogecoin Ventures, Inc., issued an unsecured subordinated short-term note for $1,400,000 to lender Devlin DeFrancesco on July 28, 2026. The note matures July 27, 2027, bears interest at 10.714% per annum (accrued annually) and is payable in cash at maturity (or when repaid). Separately, on July 23, 2026 the Company dismissed CBIZ CPAs P.C. as its independent registered public accounting firm and engaged Davidson & Company LLP effective the same date.

Key Details

• Note principal: $1,400,000; issued July 28, 2026; maturity July 27, 2027.
• Interest: 10.714% per annum, accrued annually and payable in cash at maturity (or on repayment).
• Repayment terms: Repayment consideration consists of 2,227,300 unrestricted, registered shares of CleanCore Solutions, Inc. ("ZONE Shares") currently owned by the borrower and pledged to the Company’s senior lenders; repayment only after full repayment of the Company’s senior convertible note with YA II PN, Ltd. (the "Yorkville Loan").
• Security and priority: The note is unsecured and subordinated; contains customary default events (e.g., failure to pay, bankruptcy).
• Auditor change: CBIZ was dismissed and Davidson engaged effective July 23, 2026. CBIZ’s FY2025 audit included a going-concern explanatory paragraph and, as previously disclosed in the Company’s Q1 2026 Form 10-Q, CBIZ reported material weaknesses in internal control over financial reporting (covering cash disbursement reviews, general ledger reconciliations, tax accounts/disclosures, complex debt/equity transactions, and cybersecurity). CBIZ provided a letter to the SEC (filed as Exhibit 16.1).

Why It Matters
The new subordinated note creates a direct financial obligation of $1.4M for the company’s subsidiary and is subordinated to existing senior debt, meaning holders of senior obligations (like the Yorkville Loan) must be repaid first. Repayment is tied to 2,227,300 CleanCore (ZONE) shares that are already pledged to senior lenders, and actual repayment to this lender is further delayed until the Yorkville Loan is repaid—this affects timing and recoverability for the new lender and signals additional layering of obligations on the company’s balance sheet. The auditor change, combined with CBIZ’s going-concern paragraph and the disclosed material weaknesses in internal controls, are important governance and reporting issues investors should note when assessing the reliability of the company’s financials and near-term liquidity.