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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): May 14, 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 7.01. Regulation FD Disclosure.
On May 14, 2025, Brag House Holdings, Inc. (“Brag House” or the “Company”) issued a press release (“Press Release”) announcing that the Company had sent letters to the U.S. Securities and Exchange Commission, Financial Industry Regulatory Authority, and The Nasdaq Stock Market LLC requesting an immediate investigation into any illegal naked short selling of Brag House stock. A copy of the Press Release is attached as Exhibit 99.1 and a copy of the form of letter is attached as Exhibit 99.2 to this Current Report on Form 8-K.
The information set forth in Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Exhibits | |
| 99.1 | Press Release dated May 14, 2025 | |
| 99.2 | Form of Letter To Regulators | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 14, 2025 | BRAG HOUSE HOLDINGS, INC. | |
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Brag House Continues Action to Protect Stockholders Against Potential Illegal Naked Short Selling
NEW YORK, NY — May 14, 2025 (GLOBE NEWSWIRE) — Brag House Holdings, Inc. (NASDAQ: TBH) (“Brag House” or the “Company”), the premier Gen Z engagement platform that operates at the intersection of gaming, college sports, and social interaction, today announced an update on its investigation into recent trading activity in its stock. With assistance from its outside advisors, the Company’s investigation has identified preliminary data suggesting the Company may have been the subject of illegal naked short selling. Accordingly, today the Company sent letters to the SEC, FINRA, and Nasdaq regarding these preliminary findings and requested they open an immediate investigation into the suspected trading activity.
Naked short sales take time to verify, but preliminary financial indicators cause the Company to believe that abusive naked short selling may have occurred. Naked short selling is illegal and damages stockholder value in a company by artificially pushing its stock price down. Common indicators of abusive naked short selling include unusually high trading volume, high financing rates to borrow stock, and persistent failures to deliver that culminate in significant downward pressure on a company’s stock price.
On March 31, 2025, the Company’s stock closed at $6.61 and subsequently closed at $1.27 on April 1, 2025, an 80.79% decrease in the Company’s stock price in one trading day. The Company has identified a large trade on April 1, 2025, that the Company believes may have triggered subsequent naked short selling, potentially by certain funds and traders. Moreover, based on settlement data the Company received from DTC, the Company did not see anywhere near the quantity of the settlement of shares that it expected to see based on the large number of shares that traded on April 1, 2025. The Company believes this lack of settlement of shares may be evidence of naked short selling.
On each of April 1, 2, and 3, 2025, the total volume of shares traded nearly equaled the Company's public float. Specifically, on April 1, 2025, the trading volume was nearly three times the size of the shares of its initial public offering. Because of this unusually high trading activity, there were a total of nine trading halts in the Company’s stock on April 1, 2025. In addition, the Company appeared on Nasdaq’s circuit breaker list on both April 1 and April 2, 2025. Meanwhile, financing rates to borrow Brag House’s stock averaged over 115% in the month of April 2025 making it extremely expensive to borrow the Company’s stock which is often an indicator of a high demand to borrow the stock. Brag House stock was also subject to persistent failures to deliver in the second half of March and the first week of April 2025.
The Company has observed persistent discrepancies between the shares that are reported as beneficially owned by non-objecting beneficial owners (NOBOs) and objecting beneficial owners (OBOs) to Broadridge and other similar institutions and the shares that are reported to the Depository Trust Company. While minor occasional discrepancies can result from reporting delays or clerical errors, persistent discrepancies in beneficial ownership can imply that there may be fictious shares circulating in the market. The presence of fictious shares in the market would artificially increase the supply of shares available for short selling and may help facilitate naked short selling.
Brag House is not aware of any material undisclosed information or corporate developments that contributed to the decline in its stock price or unusually high trading volume. Taken together, the Company believes that the pricing volatility in the Company’s stock, unusual trading volume, high financing rates to borrow the Company’s stock, multiple halts to trading, and persistent failures to deliver form a compelling pattern indicative of artificial selling pressure and suggests the presence of illegal naked short selling.
Despite the turmoil in the Company’s stock price, Brag House is continuing to execute on its strategic initiatives to redefine digital engagement for casual college gamers and the brands that seek to connect with them, including our recent announcement of our partnership with Learfield. The Company continues to focus on scaling its platform, enhancing user experience, and expanding its data-driven brand partnerships to create deeper, more meaningful connections with Gen Z. The Company believes its strategy is working as Brag House is expanding its platform’s capabilities, refining its data-driven insights for brand partners, and fostering a digital community that resonates with casual gamers. Brag House remains confident in its strategic plan and the various initiatives it is executing on to create stockholder value.
A copy of the form of letter sent to the SEC, FINRA, and Nasdaq was filed with the SEC as an exhibit to the Company’s Form 8-K filed on May 14, 2025.
No stockholder action is required at this time.
About Brag House
Brag House is a leading media technology gaming platform dedicated to transforming casual college gaming into a vibrant, community-driven experience. By seamlessly merging gaming, social interaction, and cutting-edge technology, the Company provides an inclusive and engaging environment for casual gamers while enabling brands to authentically connect with the influential Gen Z demographic. The platform offers live-streaming capabilities, gamification features, and custom tournament services, fostering meaningful engagement between users and brands. For more information, please visit www.braghouse.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, expectations related to the investigation of potential naked short selling, including the Company’s analysis, its ability to take appropriate corrective action, or any potential investigations by regulators and other risk factors discussed in the “Risk Factors” section of the Company’s filings with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law.
Media Contact:
Fatema Bhabrawala
Director of Media Relations
fbhabrawala@allianceadvisors.com
Investor Relations Contact:
Adele Carey
VP, Investor Relations
ir@thebraghouse.com
Exhibit 99.2
 |
Brag House Holdings, Inc. 45 Park Street Montclair, NJ 07042 braghouse.com |
Via Email
May 14, 2025
[Name and Address]
| Re: | Naked Short Selling |
To Whom It May Concern:
I write regarding recent trading activity in the stock of Brag House Holdings, Inc. (“Brag House” or the “Company”), which trades on the Nasdaq Stock Exchange under the ticker “TBH.” Last month Brag House initiated an investigation into recent trading activity in our stock and we have since identified preliminary data suggesting the Company may have been the subject of illegal naked short selling. Accordingly, the Company requests you open an immediate investigation into the suspected illegal trading activity in Brag House stock.
On March 31, 2025, the Company’s stock closed at $6.61 and subsequently closed at $1.27 on April 1, 2025, an 80.79% decrease in the Company’s stock price in one trading day. The Company has identified a large trade on April 1, 2025 that the Company believes may have triggered subsequent naked short selling by certain funds and traders. Moreover, based on settlement data the Company received from DTC, the Company did not see anywhere near the quantity of the settlement of shares that it expected to see based on the large number of shares that traded on April 1, 2025. The Company believes this lack of settlement of shares may be evidence of naked short selling.
On each of April 1, 2, and 3, 2025, the total volume of shares traded nearly equaled the Company’s public float. Specifically, on April 1, 2025, the trading volume was nearly three times the size of the shares of its initial public offering. Because of this unusually high trading activity, there were a total of nine trading halts in the Company’s stock on April 1, 2025. In addition, the Company appeared on Nasdaq’s circuit breaker list on both April 1 and April 2, 2025. Meanwhile, financing rates to borrow Brag House’s stock averaged over 115% in the month of April 2025 making it extremely expensive to borrow the Company’s stock which is often an indicator of a high demand to borrow the stock. Brag House stock was also subject to persistent failures to deliver in the second half of March and the first week of April 2025 based on data published by the SEC.
Date |
Fails to Deliver | |||
| March 19, 2025 | 427,073 | |||
| March 20, 2025 | 28,465 | |||
| March 21, 2025 | 15,741 | |||
| March 24, 2025 | 25,622 | |||
| March 25, 2025 | 5,253 | |||
| March 26, 2025 | 46,046 | |||
| March 27, 2025 | 12,794 | |||
| March 28, 2025 | 8,062 | |||
| March 31, 2025 | 24,815 | |||
| April 1, 2025 | 22,568 | |||
| April 2, 2025 | 12,230 | |||
| April 3, 2025 | 24,041 | |||
| April 4, 2025 | 17,622 | |||
|
Brag House Holdings, Inc. 45 Park Street Montclair, NJ 07042 braghouse.com |
The Company has observed persistent discrepancies between the shares that are reported as beneficially owned by non-objecting beneficial owners (NOBOs) and objecting beneficial owners (OBOs) to Broadridge and other similar institutions and the shares that are reported to the Depository Trust Company. While minor occasional discrepancies can result from reporting delays or clerical errors, persistent discrepancies in beneficial ownership can imply that there may be fictious shares circulating in the market. The presence of fictious shares in the market would artificially increase the supply of shares available for short selling and may help facilitate naked short selling.
Brag House is not aware of any material undisclosed information or corporate developments that contributed to the decline in its stock price or unusually high trading volume. Taken together, the Company believes that the pricing volatility in the Company’s stock, unusual trading volume, high financing rates to borrow the Company’s stock, multiple halts to trading, and persistent failures to deliver form a compelling pattern indicative of artificial selling pressure and suggests the presence of illegal naked short selling.
Naked short selling is illegal and damages stockholder value in a company by artificially pushing its stock price down. Common indicators of abusive naked short selling include unusually high trading volume, high financing rates to borrow stock, and persistent failures to deliver that culminate in significant downward pressure on a company’s stock. These same indicators are present in the trading activity of Brag House’s stock.
As such, I respectfully request that you immediately open an investigation to determine the nature and extent of any illegal naked short selling activity in the Company’s stock. Brag House and our advisors stand ready to assist your efforts in any way possible.
Please contact me with any questions.
Sincerely,
Lavell Juan Malloy, II
CEO and Chairman, Brag House Holdings, Inc.