Form 8-K

8-K — Brag House Holdings, Inc.

Accession: 0001213900-26-043010

Filed: 2026-04-13

Period: 2026-04-07

CIK: 0001903595

SIC: 6199 (FINANCE SERVICES)

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — ea0286036-8k_brag.htm (Primary)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 7, 2026

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42525

87-4032622

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

45 Park Street,

Montclair, NJ 07042

(Address of principal executive offices)

Registrant’s telephone number, including

area code: (413) 398-2845

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

TBH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote

of Security Holders.

As previously disclosed, Brag House Holdings, Inc. (the “Company”) has entered into a Merger Agreement, dated as of October

12, 2025, by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge

Inc., a Texas corporation (“House of Doge”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025,

Amendment No 2. thereto dated as of February 2, 2026, and amendment no. 3 thereto dated as of March 26, 2026 (the “Merger Agreement”),

pursuant to which, among other things, Merger Sub will merge with and into House of Doge (the “Merger”), with House of Doge

surviving the Merger as a wholly owned subsidiary of the Company.

As previously disclosed, on March 16, 2026, the

Company convened its special meeting of stockholders to vote on the Merger Agreement and related matters. As previously disclosed, the

March 16, 2026 meeting was adjourned to April 7, 2026.

On April 7, 2026, the Company held its special

meeting of stockholders to vote on the Merger Agreement and related matters (the “Special Meeting”) and a quorum for

the transaction of business was present in person virtually or represented by proxy. The Company’s stockholders voted on seven proposals

(the Adjournment Proposal did not need to be presented at the Special Meeting), which are described in more detail in the Registration

Statement on Form S-4 filed jointly by the Company and House of Doge (as amended from time to time, the “Registration Statement”)

containing a proxy statement/prospectus (such proxy statement/prospectus in definitive form, the “Proxy Statement”),

which Registration Statement was declared effective by the Securities and Exchange Commission on February 5, 2026.

The voting results for each of the proposals were

as follows:

Proposal No. 1 – to approve and adopt the

Merger Agreement, pursuant to which the Merger will occur, and to approve the transactions contemplated by the Merger Agreement.

Votes

For

Against

Abstain

11,028,240

211,096

967

Proposal No. 2 – to approve an

amendment to the Company’s certificate of incorporation (as amended to date) to increase the number of shares of common stock,

par value $0.0001 per share (the “Common Stock”) that the Company is

authorized to issue from 250,000,000 to 2,000,000,000, in the form attached as Annex B to the Proxy Statement.

Votes

For

Against

Abstain

10,760,011

404,264

76,028

Proposal No. 3 – to approve an amendment

to the Company’s certificate of incorporation (as amended to date) to effect a reverse stock split of the issued and outstanding

Common Stock at a ratio determined by the Company’s board of directors (the “Board”), of one new share of Common

Stock for every five to 50 shares (or any number in between) of outstanding Common Stock, in the form attached as Annex C to the Proxy

Statement.

Votes

For

Against

Abstain

10,760,396

463,480

16,427

Proposal No. 4 – to elect, effective at

the effective time of the Merger, the following six directors to serve on the Board until the next annual meeting of stockholders, and

until their respective successors are duly elected and qualified.

Names

Votes For

Votes Withheld

Michael Galloro

11,001,949

238,354

Stephen Ilott

11,003,548

236,755

Sarosh Mistry

11,000,196

240,107

Doug Wall

11,003,702

236,601

Duncan Moir

11,002,256

238,047

Timothy Stebbing

11,003,553

236,750

Proposal No. 5 – to approve, pursuant to

the rules of the Nasdaq Stock Market LLC (“Nasdaq”), the issuance of shares of Common Stock in connection with the

Merger, including the shares of Common Stock issuable upon conversion of the shares of the Company’s Series C Preferred Stock and

an aggregate of 9,000,000 shares of Common Stock to be issued to the Company’s Chief Executive Officer and Chief Operating Officer.

Votes

For

Against

Abstain

10,851,813

292,369

96,121

Proposal No. 6 – to approve an amendment

to the Brag House Holdings, Inc. Amended and Restated 2024 Omnibus Incentive Plan to increase the number of shares of Common Stock available

for issuance thereunder to 100,000,000, subject to annual increases beginning with the 2027 fiscal year.

Votes

For

Against

Abstain

10,802,198

357,957

80,148

Proposal No. 7 – to approve, for purposes

of complying with the applicable listing rules of Nasdaq, the issuance or potential issuance of more than 20% of the issued and outstanding

shares of Common Stock, or 3,957,838 shares (the “Exchange Cap”), to YA II PN, LTD., a Cayman Islands exempted limited

partnership (“Yorkville”), pursuant to (i) an equity purchase agreement by and among the Company, House of Doge, and

Yorkville dated December 4, 2025, in which the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated

to purchase, up to the lesser of (x) $100.0 million in aggregate gross purchase price of newly issued shares of Common Stock and (y) the

Exchange Cap, provided that the Exchange Cap shall not apply to any shares sold to Yorkville at or above $0.86, and (ii) a convertible

promissory note issued jointly and severally by the Company and House of Doge to Yorkville on December 4, 2025 in the aggregate original

principal amount of up to $11.0 million.

Votes

For

Against

Abstain

10,843,634

240,084

156,585

On the basis of the above votes, each of

proposals 1 through 3 and 5 through 7 were approved and the stockholders elected, effective at the effective time of the Merger, the six

directors listed above to serve on the Board until the next annual meeting of stockholders, and until their respective successors are

duly elected and qualified.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 13, 2026

BRAG HOUSE HOLDINGS, INC.

By:

/s/ Daniel Leibovich

Name:

Daniel Leibovich

Title:

Chief Operating Officer

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