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 17, 2025

 

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)		(I.R.S. 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 

 

On April 17, 2025, Brag House Holdings, Inc., (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”) was not filed with the Securities and Exchange Commission by the required due date of April 15, 2025.

 

As a result of this delinquency of not timely filing the 2024 10-K, the Company now has until June 16, 2025 to submit a plan to regain compliance (the “Compliance Plan Due Date”) and if Nasdaq accepts such plan, Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 13, 2025, to regain compliance.

 

The Company intends to file the 2024 10-K prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the 2024 10-K by the Compliance Plan Due Date, the Company will submit such plan by the Compliance Plan Due Date. However, there is no assurance that Nasdaq will accept the Company’s plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq’s rules by October 13, 2025. If Nasdaq does not accept the Company’s plan, and the Company does not regain compliance with the Listing Rule prior to the Compliance Plan Due Date, Nasdaq could provide notice that the Company’s securities will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by Nasdaq staff to a hearings panel.

 

The notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.

 

On April 23, 2025, the Company issued a press release regarding the Letter which is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated April 23, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL).

 

  

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 23, 2025	BRAG HOUSE HOLDINGS, INC.
	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer