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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 27, 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 May 27, 2025, Brag House Holdings, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“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 Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”) was not filed with the Securities and Exchange Commission by the required due date of May 15, 2025.
As a result of this delinquency of not timely filing the Form 10-Q, the Company now has 60 calendar days, or until July 28, 2025 (the “Compliance Plan Due Date”), to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the original due date of the Form 10-Q, or until November 17, 2025 to regain compliance.
The Company intends to file the Form 10-Q prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the Form 10-Q 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 July 28, 2025. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Letter has no immediate effect on the listing of the Company’s common stock on Nasdaq.
On May 30, 2025, the Company issued a press release regarding the Letter and the Company’s strategic focus on Gen Z engagement and expansion of its Learfield partnership, 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 May 30, 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: May 30, 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 Provides Update on Status of Form 10-Q Filing and Reaffirms Strategic Focus on Gen Z Engagement and Learfield Partnership Expansion
NEW YORK, NY — May 30, 2025 (GLOBE NEWSWIRE) Brag House Holdings, Inc. (NASDAQ: TBH), the Gen Z engagement platform at the intersection of gaming, college sports, and digital media, today announced that it continues to diligently work on its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025.
As anticipated, on May 27, 2025, the Company received notice from the Nasdaq Stock Market that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-Q. Brag House intends to file its Form 10-Q before the date it would have to submit a compliance plan on July 28 to Nasdaq for continued listing. The Nasdaq notice has no immediate effect on the listing or trading of Brag House’s common stock on the Nasdaq Capital Market.
"We remain committed to transparency and full compliance with our SEC reporting obligations," said Lavell Juan Malloy II, Chief Executive Officer and Co-Founder of Brag House. "As a recently public company, our team is working diligently to complete all necessary disclosures and filings while maintaining our strategic focus."
As Brag House continues to enhance its operational infrastructure, the Company remains focused on executing its long-term vision to revolutionize casual gaming on college campuses through school-spirit-based digital experiences and NIL-integrated content.
Earlier this month, Brag House, in partnership with Florida Gators Athletics and Learfield’s Florida Gators Sports Properties, launched the inaugural Brag Gators Gauntlet: Baseball Edition. The event, hosted ahead of the Gators’ baseball game against Alabama, featured a Fortnite tournament with a baseball-inspired scoring format and saw strong turnout from both current students and alumni. The activation served as a gamified digital tailgate, offering a new layer of engagement for college sports fans.
“This is the foundation of a broader initiative,” added Malloy. “By merging college sports with interactive digital gaming formats, we’re building a new layer of fan engagement that serves students, alumni, schools, and brand partners alike.”
Following the successful debut event, Brag House and Learfield will host the next activation in the Brag Gators Gauntlet series on July 19, 2025, giving students and fans another opportunity to experience what is quickly becoming a new sports medium. The Company plans to roll out additional events at select universities across the country throughout the remainder of 2025.
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
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties, including the Company’s ability to regain compliance with Nasdaq listing rules
and timely file the Form 10-Q. For a full discussion of these risks, please refer to Brag House’s SEC filings. The Company undertakes
no obligation to update or revise any forward-looking statements.
Media Contact:
Fatema Bhabrawala
Director of Media Relations
fbhabrawala@allianceadvisors.com
Investor Relations Contact:
Adele Carey
VP, Investor Relations
ir@thebraghouse.com