House of Doge Inc. Completes Merger; Receives Nasdaq Bid-Price Notice

What Happened

• House of Doge Inc. (formerly Brag House Holdings, Inc.) filed an 8‑K reporting the closing of its previously announced merger effective June 30, 2026. At the Effective Time HOD (now House of Doge (U.S.) Inc.) merged into a Brag House Merger Sub and survived as a wholly owned subsidiary. The Company also changed its name to House of Doge Inc. and began trading under the ticker "HODO" on July 1, 2026.
• The filing also discloses a Nasdaq deficiency notice received on September 9, 2026, saying the company's closing bid price has been below Nasdaq’s $1.00 minimum for the past 30 business days. The company has until March 8, 2027 (180 days) to regain compliance.

Key Details

• Share conversions/issuances at the Merger Effective Time (June 30, 2026):
  • 329,929,373 HOD shares → 64,001,726 Company common shares + 2.049643 shares of Class C preferred (each Class C preferred convertible into 5,000,000 common shares).
  • 28,747,000 vested HOD RSUs → 6,361,978 Company common shares + 0.002180 Class C preferred.
  • 10,300,000 unvested HOD RSUs → 2,283,392 Company RSUs.
  • Following the Merger, 75,902,985 shares of Company common stock were issued and outstanding.
• Additional post‑closing issuance (July 1, 2026): 9,000,000 "Other Consideration Shares" issued to former executives and designated parties; 7,875,000 of those shares are currently disputed and the company is seeking their return and cancellation.
• Governance and management changes: Board expanded to six directors; five former directors resigned and six new directors were appointed. Marco Margiotta was named CEO and Charles Park CFO; former CEO Lavell Malloy and COO Daniel Leibovich resigned. Former pre‑Merger business operations were transferred into Brag House, Inc., with Malloy, Leibovich and Rene Rodriguez continuing to operate that business as Brag House senior management.
• Ownership: Former HOD stockholders and RSU holders now beneficially own ~81% of issued and outstanding common shares and ~76% on a fully diluted basis (post‑Merger).

Why It Matters

• The Merger and related share conversions materially changed the company’s ownership, leadership and capital structure—important for investors tracking voting control, dilution and insider positions (post‑Merger insiders and former HOD holders now control a majority stake).
• The Nasdaq bid‑price deficiency notice is time‑sensitive: if HODO’s share price does not close at or above $1.00 for 10 consecutive business days before March 8, 2027, the company faces potential delisting procedures (though Nasdaq may grant a second compliance period if other listing requirements are met). Investors should monitor the stock price and any company actions to regain compliance.
• The company’s business focus — exclusive commercialization license with the Dogecoin Foundation, royalties (5% of net sales) and a $200,000/month minimum royalty for five years — remains a key driver of future revenue expectations but also introduces royalty payment obligations investors should note.